


Recuperation

by LizzeXX



Series: The Academic Series [2]
Category: Doctor Who, Doctor Who (2005)
Genre: Action/Adventure, Aftermath of Torture, Best Friends, Canon Divergence, Canon Rewrite, Drama, Embedded Images, Friends to Lovers, Friendship, Gallifrey, Healing, Hurt/Comfort, Kata - Freeform, Keta, Keta share a brain, Martha Jones Is a Star, Original Character(s), Originally Posted on FanFiction.Net, Past Abuse, Past Child Abuse, Past Relationship(s), Recovery, Romance, Series 3 rewrite, The Academic Series, The Last Great Time War, The Professor just wants a hug, Theta/Kata, Time Travel, doctor who - Freeform, past trauma, space travel, time lady - Freeform
Language: English
Status: Completed
Published: 2018-05-04
Updated: 2018-05-17
Packaged: 2019-04-28 00:52:00
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 14
Words: 109,190
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/14437908
Author URL: https://archiveofourown.org/users/LizzeXX/pseuds/LizzeXX
Summary: The Doctor and the Professor have just lost Rose to Pete's World. What will this mean for the Time Lords now that there is no one between them, no one to stop them from Bonding to each other? How will Martha Jones deal with two Time Lords running around?10/OC, Time Lady





	1. The Runaway Bride

**Author's Note:**

> ~8~ is a scene break
> 
> ~/~\~ is a flashback
> 
> 'italics' is the Doctor/Professor speaking telepathically
> 
> Disclaimer: I do not own Doctor Who...no matter how much I wish I did...

**Notes for the Chapter:**

> Welcome to...Recuperation! The second story in a series involving my OC the Professor! This story will involve revising Series 3 of Doctor Who to incorporate the Professor into it. This will definitely deal with quite a bit of recuperation for both the Doctor and Professor, one having just lost a dear Companion, the other just managing to start pushing past the fears and limitations her regneration has bestowed on her. Thankfully they will have, not just each other (cough cough wink wink), but the fantastic Martha Jones!
> 
> If you haven't read Reunion, I'd recommend it. You could probably get by without, but to better understand the Professor, you'd probably need to have read it.
> 
> Much of this story is based more on the Doctor or Professor's point of view, so there will be scenes missing (I'm going to assume everyone's seen the episodes and knows what's going on during those missing scenes), however, whenever there is a missing scene that involves other characters talking about the Doctor, just use your imagination and add the Professor to that as well :)
> 
> A quick basic physical description of the Professor: long light ash-brown hair typically worn clipped back on one side, pale, about the same height as the Doctor, grey eyes, typical outfit is a simple white tank top with black trousers and a long grey waterfall cardigan.

The Doctor looked around as though he'd be able to find some sort of explanation for the ginger woman in her wedding dress standing in his TARDIS, the Professor however, just stared at the woman, bewildered.

"You can't do that," he gaped, "I wasn't...we're in flight! That is…that is physically impossible! How did…"

"Tell me where I am," the woman demanded, "I demand you tell me right now…where am I?"

"Inside the TARDIS," the Doctor stared at her as the Professor shook her head.

"The what…"

"The TARDIS," the Professor blinked a few times, shaking off her shock.

"The what?"

"The TARDIS!" the Doctor shouted, turning to the controls.

"The what?"

"It's called the TARDIS."

"That's not even a proper word! You're just saying things."

"How did you get in here?" the Professor asked softly, frowning at the woman.

"Well, obviously, when you kidnapped me! Who was it? Who's paying you? Is it Nerys? Oh, my God, she's finally got me back. This has got Nerys written all over it."

The Doctor turned as the woman yelled, watching her rant, still eyeing her with utter confusion, "Who the hell is Nerys?"

"Your best friend."

"No, that's me," the Professor stepped back over to him.

"Hold on, wait a minute," the Doctor cut in, "What're you dressed like that for?"

"I'm going ten pin bowling," the woman said sarcastically, before shouting again, "Why do you think, Dumbo? I was halfway up the aisle!"

"Dumbo?" the Professor raised an eyebrow at that.

The Doctor just fiddled with the controls as the woman walked around towards him, ranting, the Professor keeping an eye on her as she followed.

"I've been waiting all my life for this," the woman called, "I was just seconds away! And then you…I dunno, you drugged me or something!"

"We haven't done anything!" the Doctor defended.

"We're having the police on you! Me and my husband, as soon as he is my husband, we're gonna sue the living backside off ya!"

The Doctor had no reply to that, focusing instead on getting the controls set to get the woman back to wherever she came from. The woman looked over and noticed the doors, making a break for them.

"No, wait a minute!" the Professor shouted, having been watching her, "Don't!"

The woman had already thrown open the doors and stopped short at the sight of the supernova just outside. Her mouth fell open slightly as the Doctor and Professor exchanged a look and made their way over to her.

"You're in space," the Doctor explained gently, "Outer Space. This is my...spaceship. It's called the 'TARDIS.'"

"How am I breathing?" she gaped.

"The TARDIS is protecting us."

"Who are you?"

"I'm the Professor," the Professor introduced from the woman's side, before nodding over at the Doctor on her other side, "And that's the Doctor. And you are?"

"Donna."

"Human?" the Doctor asked, eyeing her up and down.

"Yeah. Is that optional?"

"Well, it is for me."

Donna glanced around at him, not any more surprised than she was by everything else, "You're an alien."

"Yeah."

She paused a moment, letting it sink in, before she spoke again, "It's freezing with these doors open."

The Professor reached out and quietly shut the doors as the Doctor dashed back to the console, "But I don't understand it and I understand everything!" the Professor scoffed lightly at that, "This…this can't happen! There is no way a human being can lock itself onto the TARDIS and transport itself inside. It must be..." he turned, grabbed an ophthalmoscope, and spun around to use it to look into Donna's eyes, all the while muttering rapidly, "Impossible. Some sort of subatomic connection? Something in the temporal field? Maybe something pulling you into alignment with the chronon shell. Maybe something macro-mining your DNA within the interior matrix. Maybe a genetic…"

Donna suddenly slapped him.

The Professor burst out laughing.

"What was that for?" he cried indignantly.

"Do you have any idea how fast you were talking?" the Professor giggled, "I've had just about 900 years of experience with it and even  _I_  had a hard time keeping up.

"Just get me to the church!" Donna shouted, fuming.

The Doctor dropped his instruments and turned back to the controls, "Right! Fine! I don't want you here anyway!"

The Professor walked over to him, taking his hand to stop him from putting in some sort of control that would inevitably blow up the Universe, and turned to Donna, "Where is this wedding?"

"Saint Mary's," Donna stated as they both started getting to work, putting in the coordinates, "Hayden Road, Chiswick, London, England, Earth, the Solar System…" she stopped suddenly, spotting a purple blouse slung over one of the railings, Rose's, and snatched it up, "I knew it!" she shouted accusingly, "Acting all innocent…" she strode over to them, waving the blouse around, "I'm not the first, am I? How many women have you abducted?"

The Doctor and Professor looked up from the controls, their eyes falling to the garment in Donna's hand. The Professor looked over to see the Doctor's saddened face, "That's my friend's," he said quietly.

"Where is she, then? Popped out for a space walk?"

"She's gone," the Professor stepped to his side, once again taking his hand in her own in comfort.

"Gone where?"

The Doctor swallowed hard, "We lost her."

"Well, you can hurry up and lose me!" she shouted furiously. She turned to watch them quietly work on the console, her angry expression fading as she saw the deep sadness and pain in their eyes, "How do you mean, 'lost?'" she asked, this time more softly.

The Doctor looked up at her and advanced, snatching the blouse away, and walking around the console. He tossed it back onto the railing before turning to the Professor who only gave him a small, sad smile. He nodded, taking a breath before calling out, "Right! Chiswick."

~8~

Donna practically ran out of the TARDIS as soon as it touched down. The Professor glanced outside through the door, right time, right planet…but it didn't look a thing like anywhere near a church.

"I said 'Saint Mary's,'" Donna shouted back at them, "What sort of Martian are you? Where's this?"

"Martian?" the Professor raised an eyebrow again.

The Doctor just stroked the edge of the TARDIS doors with concern, "Something's wrong with her...it's like she's..."

"Recalibrating?" the Professor suggested.

The Doctor's eyes widened as he rushed back in and over to the console, the Professor walking after him, "She's digesting," he agreed, neither of them noticing Donna looking around the outside of the TARDIS.

"What have you eaten?" the Doctor asked as he placed a hand on the rotor, "What's wrong?"

"Donna?" the Professor called over to the woman outside, "You've really gotta think. Is there anything that might've caused this?"

"Anything you might've done?" he nodded, still checking the controls, "Any sort of alien contact? I can't let you go wandering off in case you're dangerous. I mean, have you...have you seen lights in the sky? Or...did you touch something? Something…something different? Something strange? Something made out of a sort of metal or..."

"Who're you getting married to?" the Professor interrupted his ramblings, "Are you sure he's human?"

"He's not a bit overweight with a zip around his forehead, is he?"

Donna made no reply so they looked up to see her staring through the door at them, her hand over her mouth, before turning and running away.

"Donna!" the Professor shouted as they ran after her.

"Donna," the Doctor breathed, as they caught up and fell into step with the ginger.

"Leave me alone," she shot at them, "I just want to get married."

"Come back to the TARDIS," the Professor tried to suggest.

"No way! That box is too...weird."

"It's...bigger on the inside, that's all," the Doctor shrugged.

"Oh! That's all?" she sighed exaggeratedly and checked her watch, blinking back the tears, "Ten past three. I'm gonna miss it."

"You can phone them. Tell them where you are."

"How do I do that?"

"Haven't you got a mobile?" he frowned, it seemed like everyone had one.

Donna stared at him, as though it should be obvious, "I'm in my wedding dress. It doesn't have pockets. Who has pockets? Have you ever seen a bride with pockets? When I went to my fitting, do you think I said, 'Alison, the one thing I forgot to say is give me pockets?'"

The Professor let out a quiet laugh at that, "I like her."

In fact...Donna reminded quite a bit of her first incarnation, her original self. She had always been rather sarcastic, and something of a spitfire if the Doctor was to be believed...

"...this man you're marrying…what's his name?" the Doctor asked.

"Lance," Donna said affectionately.

"Good luck Lance…"

"Oi! No stupid Martian is gonna stop me from getting married. To hell with you!"

She turned and ran off leaving the duo to stand there, "I'm…I'm not...I'm not...I'm not from Mars…" the Doctor mumbled feebly.

The Professor just shook her head, "Come on."

They ran, catching up to her on a busy street trying to call down a taxi, "Taxi!" she shouted as one drove past her, "Why's his light on?"

The Doctor pointed, "There's another one!" he tried to run and catch it.

"Taxi!" Donna called as they stumbled into the road in an effort to catch the driver's attention, but again it just drove on, "Oi!"

"There's one!" he tried to run after it again, waving his arms, but it still drove past.

"Oi!"

"Do you have this effect on everyone?" the Doctor looked down at her, "Why aren't they stopping?"

"They think I'm in fancy dress."

A taxi drove past, hooting his horn, "Stay off the scotch darlin'!"

"They think I'm drunk!"

Two guys in a car yelled out the window, "You're fooling no one, mate!"

"They think I'm in drag!"

The Doctor looked Donna up and down appraisingly.

The Professor just rolled her eyes and stepped past the two of them, putting her fingers in her lips and whistling, long and piercing, actually causing Donna to wince and cover her ears. However, it attracted the attention of a taxi which ground to a halt before them. They all clambered into the backseat, a bit cramped with three people, but managing.

"Saint Mary's in Chiswick, just off Hayden Road," Donna instructed the driver, "It's an emergency, I'm getting married! Just...hurry up!"

"You know it'll cost you, sweetheart?" the driver called back, "Double rates today."

"Oh, my God!" Donna's eyes widened as she turned to the Doctor and the Professor, "Have you got any money?"

"Um...no," the Doctor replied, looking at the Professor who shook her head as well, "And you?"

Donna just gestured to her dress violently, "Pockets!"

~8~

"...and that goes double for your mother!" Donna shouted at the taxi driver who had just forced them to the curb, "I'll have him. I've got his number. I'll have him. Talk about the Christmas spirit."

The Doctor looked around, vaguely confused, "Is it Christmas?"

"Well, duh. Maybe not on Mars, but here it's Christmas Eve."

"I've always wanted to see Earth on Christmas…" the Professor remarked lightly.

"Phone box!" Donna shouted before the Doctor could reply, spotting it a few feet away, and ran for it, "We can reverse the charges!"

"How come you're getting married on Christmas Eve?" the Doctor asked as he and the Professor ran off as well.

"Can't bear it. I hate Christmas. Honeymoon in Morocco. Sunshine, lovely," he held the door open for her to get into the box, "What's the operator? I've not done this in years. What do you dial? 100?"

The Doctor whipped out the sonic and flashed it against the phone, "Just…just call direct."

The dial tone buzzed on the end of the receiver, getting Donna to turn to him, "What did you do?"

"Something…" he muttered, looking around, distracted, "Martian. Now, phone. I'll get money!"

He turned and sprinted to the nearest cash machine where a man was currently using it in front of him. The Professor shook her head and followed after him, taking his hand as he began to hop from foot to foot, impatient at how slow the man was being. He looked down at her, stopping his bobbing, though glancing at the man every few seconds, just waiting for him to move.

Finally, after what seemed like forever to the Doctor, the man moved. He darted forward and cast a furtive look around before using the sonic to retrieve cash from the machine. He grabbed a handful, about to turn back to Donna, when the Professor grabbed his arm tightly.

He looked down at her, seeing her gaze locked firmly on something in the distance. He turned and saw a row of masked Santa's playing trumpets a short distance away, "What is it?" he asked her quietly.

"Their stance is too stiff," she remarked, "They aren't breathing, and, you can just see it through the holes of the mask, metal. They're robots."

He nodded, putting his hand over hers when…

"Taxi!"

They turned to see Donna hailing a cab and getting right in, telling the driver the destination. She turned back, "Thanks for nothing, spaceman!" she shouted.

"Spaceman?" the Professor shook her head, wondering just how many more names this woman could come up with for the Doctor.

"I'll see you both in court!" she added before she turned and shut the door, the taxi heading off, a masked Santa driving.

"Donna!" they shouted, running after her, but they'd already gone. The Doctor looked back over at the Santas playing their instruments. One of them lowered their trumpet ominously, all three of them slowly moving to that position.

The Professor reached out and grabbed the sonic, turning to the cash machine and flicking it on, causing notes to fly everywhere. A mad scramble ensued as people tried to grab the money and stuff it in their pockets. The Doctor and Professor took off, running towards the TARDIS. They bolted inside and over to the controls, getting to work.

The Professor looked up sharply at the sound of a thump to see the Doctor holding a hammer.

"Did you just hit her?" she demanded.

"Worked didn't it?" he shouted as the rotor started to rise and fall.

She shook her head and moved over to the monitor, bringing up a tracker to follow the taxi and Donna's progress, inputting it into the console. It sparked violently, tilting dangerously.

"Behave!" he shouted, hitting the console with the hammer again.

"Stop hitting her!"

The TARDIS fell out of the sky, spinning through the air just above Donna's taxi.

"Have you got this?" he looked at her.

"Of course!" she replied as he nodded and ran towards the doors, "I actually PASSED my exams!"

"Oh yeah, yeah," he rolled his eyes at her, "Bring  _that_  up!"

He ran to the door, throwing them open as the Professor brought the TARDIS in line with the taxi, zooming along beside it.

Donna stared at him, her hands pressed against the window.

"Open the door!" he yelled.

"Do you what?" she shook her head.

"Open the door!"

"I can't, it's locked!" she demonstrated, trying to open the door, but unable to. He pulled out the sonic and flashed it at the door, allowing her to push the window open, "Santa's a robot!"

"Donna, open the door."

"What for?"

"You've got to jump!"

The robot driver turned his head at that.

"I'm not bleedin' flipping, jumping, I'm supposed to be getting married!"

The taxi sped off, overtaking the TARDIS. The Professor pulled a lever, speeding it up, causing a large series of explosions from the console. She pulled back with a snap, waving her hand as it had been burned by one of the explosions. She grit her teeth and stepped back to the console, leading it towards the taxi, accidently banging on the tops of the cars as she couldn't quite grip one of the levers as tightly as needed with her hand.

The Doctor struggled to regain his balance from the jolts but managed it, pointing the sonic at the robot, disabling it.

"Listen to me!" he called to Donna, "You've got to jump."

"I'm not jumping on a motorway," she shouted back obstinately.

"Whatever that thing is, it needs you. And whatever it needs you for, it's not good. Now, come on!"

"I'm in my wedding dress!"

"Yes! You look lovely! Come on!"

Breathing heavily with fear, Donna opened the door and positioned herself to jump, the Doctor held out his arms, ready to catch her.

"I can't do it," she shook her head, fearfully.

"Trust me."

"Is that what you said to her? Your friend? The one you lost? Did she trust you?"

"Yes, she did," he nodded, swallowing hard and looking down, catching sight of the Professor out of the corner of his eye, running around the console. He took a breath and turned back to Donna, a small weight lifting in his heart as he recalled…

"And she is not dead. She is so alive. Now, jump!"

So Donna jumped, with a scream, landing on top of the Doctor in a heap on the floor. He smiled at her before standing up and slamming the doors closed, the Professor piloting the TARDIS up into the sky and onto the roof of a nearby building.

As soon as it was down she ran over to Donna who had just picked herself up, "You did it!" she cried, hugging the woman.

Donna looked a bit stunned at the action but hugged the girl back nonetheless, her heart still pounding. Though a moment later the Professor was pulled past Donna towards the Doctor who had taken her hand and was holding it, palm up in his own, his specs on, examining the angry burn.

"What happened?" he asked quietly, concern evident in his voice as he gently touched it.

"Console exploded," she muttered.

He nodded and pulled out a white hanky from his pocket, wrapping it gently around her hand.

"Thanks," she smiled up at him.

He grinned down at her before glancing at the console which was smoking, "We better get out, let her settle," he muttered, pulling the door open and stepping out with Donna and the Professor.

Donna looked down at her watch as the Doctor and Professor looked a the TARDIS, smoke billowing from the doors.

"The funny thing is," the Doctor commented, walking over to Donna with the Professor, "For a spaceship, she doesn't really do that much flying. We'd better give her a couple of hours."

"You alright?" the Professor asked.

Donna shrugged, "Doesn't matter."

"Did we miss it?"

"Yeah."

"Well, you can book another date..." the Doctor tried to cheer her up.

"Course we can."

"Still got the honeymoon..."

"It's just a holiday now."

"Yeah..." he nodded, rubbing the side of his neck, "Yeah...sorry."

"It's not your fault."

"Oh!" he grinned, turning to the Professor, "That's a change."

"Wish we had a time machine," Donna laughed, "Then we could go back and get it right."

"...yeah, yeah," he agreed, glancing back at the TARDIS, "But...even if we did, I couldn't go back on someone's personal timeline. Apparently."

Donna gave the Doctor a suspicious glance before turning to go sit on the edge of the roof. The Doctor and Professor gave each other a glance before walking towards her. The Doctor pulled off his jacket and draped it around Donna's shoulders as he sat beside her.

"God, you're skinny," she commented, trying to tug the jacket closer, "This wouldn't fit a rat."

"Here," the Professor said, plucking it off the woman to put her own sweater around her, "Mine's a few sizes bigger than me."

"Why's that?" Donna looked over at her as she sat down on the other side of the Doctor.

"Dunno. Makes me feel safe when I wrap it around me, secure, cocooned, warm…"

The Doctor smiled softly at her before turning to Donna, "Oh, and you'd better put this on."

Donna looked down at what looked like a wedding ring in his hand, "Oh, do you have to rub it in?"

"Those creatures can trace you," the Professor explained gently, "This is a bio-damper. Should keep you hidden."

The Doctor nodded, slipping it onto Donna's finger, "With this ring, I thee bio-damp."

"For better or for worse," Donna laughed, "So, come on then. Robot Santas…what are they for?"

"Ah, your basic robo-scavenger. The Father Christmas stuff is just a disguise. They're trying to blend in. I met them last Christmas."

"Why, what happened then?"

The Doctor looked at her curiously, "...great big spaceship? Hovering over London? You didn't notice?"

"I had a bit of a hangover."

The Doctor nodded, looking out at the landscape, "I spent Christmas Day just over there," he nodded towards Rose's home, "The Powell Estate. With this...family. My friend, she had this family. Well, they were..." he paused for a moment, lost in thought, "Still...gone now."

"Still got me," the Professor comforted, loping her arm through his and leaning against his shoulder, earning a soft smile from him.

"Your friend..." Donna asked cautiously, sensing it was a touchy subject for them, "Who was she?"

"Question is," the Doctor sighed, ignoring the question, "What do camouflaged robot mercenaries want with you? And how did you get inside the TARDIS? I don't know..." he looked over at Donna, contemplating her as she rolled her eyes. He pulled out the sonic, "What's your job?"

"I'm a secretary," Donna replied.

He nodded, scanning her, "It's weird, I mean…you're not special, you're not powerful, you're not connected, you're not clever, you're not important..."

"I tend to disagree," the Professor cut in, sending the Doctor a disapproving look that he seemed to not notice.

"This friend of yours…" Donna glared at him, "Just before she left, did she punch you in the face?" she whacked the screwdriver aside, "Stop bleeping me!"

"What kind of secretary?" the Doctor asked.

"I'm at H.C. Clements. It's where I met Lance. I was temping," she smiled in thought, "I mean, it was all a bit posh really. I'd spent the last two years at a double glazing firm. Well, I thought…I'm never gonna fit in here. And then he made me a coffee. I mean, that just doesn't happen. Nobody gets the secretaries a coffee. And Lance…he's the head of HR! He don't need to bother with me! But he was nice, he was funny. And it turns out he thought everyone else was really snotty too. So that's how it started, me and him…one cup of coffee. That was it."

The Professor smiled at that, recalling just how she and the Doctor had first met in the Academy. She had been wandering the halls, carrying a small cup with her drink in it, when a boy raced around the corner, not more than 10 years old, and crashed into her. She'd ended up spilling her drink all down the front of his clothes and dropping her cup. She'd stutteringly apologized for it and moved to scoop up the cup only to reach for it with her slowly healing wrist…dropping it with a hiss of pain. The boy, not even concerned with the fact he was soaked with some sort of liquid, just stepped forward and took her wrist in his hands, slowly checking it before taking her to the healers. That same boy had taken it upon himself to walk with her to her classes in the days that followed, carrying her supplies as her one arm was wrapped in a protective casing till it fully healed. She would later tell him that he reminded her very much of the healers she read about on Earth, doctors.

"When was this?" the Doctor asked, snapping her out of her thoughts.

"Six months ago," Donna smiled.

"Bit quick, to get married..."

"Well...he insisted. And he nagged...and he nagged me...and he just...wore me down and then finally, I just gave in."

"What does H.C. Clements do?" the Professor asked.

"Oh, security systems, you know...entry codes, ID cards, that sort of thing. If you ask me, it's a posh name for 'locksmiths.'"

"Keys…" the Doctor nodded slowly, musing.

"Anyway, enough of my CV. Come on, it's time to face the consequences. Oh, this is gonna be so shaming. You can do the explaining, Martian-boy."

"Yeah. I'm not from Mars."

Donna nodded as they stood and reached out to help her up, "Neither am I," the Professor added.

"What?" Donna's eyes widened as she looked at the girl she had just assumed was one of the Doctor's human friends, "You're an alien too?"

"Yeah," the Professor laughed.

"But you look so normal! You look like a human!"

"Technically you look a Time Lord," she commented, "We came first."

"Time Lords?" Donna asked, looking at them, "That's what you're called?" they nodded and she just shook her head, "Nah, still think you're from Mars," they just shook their head at her as her expression fell, "Oh, I had this great big reception all planned. Everyone's gonna be heartbroken…"

~8~

Donna stopped short as she, the Doctor, and the Professor walked into the reception area to see a party in full swing. People were dancing, drinking, eating, laughing, having a merry old time. Donna folded her arms, glaring as her mother finally spotted her, freezing, the rest of the room following suit, till all eyes were on the three of them.

"You had the reception without me?" Donna demanded.

"Donna...what happened to ya?" a black man they could only assume was Lance ran over.

"You had the reception without me?"

There was an awkward pause as the Doctor leaned in and introduced cheerfully, "Hello! I'm the Doctor and this is the Professor."

Donna rounded on him, "They had the reception without me!"

"Yes, I gathered."

"Well, it was all paid for…why not?" a blonde woman stepped up snootily.

"Thank you, Nerys," Donna glared.

"Oh, so  _that's_  Nerys," the Professor commented, a bit louder than she thought she had…Nerys turned to gape at Donna, offended.

"Well, what were we supposed to do?" an older blond woman approached, clearly Donna's mum, "I got your silly little message in the end, 'I'm on Earth?' Very funny. What the hell happened? How did you do it? I mean, what's the trick because I'd love to know…"

Suddenly the whole room started talking all at once, some asking concerned questions, others shouting at her, a few chastising her, all causing a horrible cacophony of incomprehensible babble till Donna burst into tears. Instantly the anger melted into pity. Lance stepped forward and hugged her close as she cried on his shoulder. Everyone started to applaud when Donna glanced at the Doctor and Professor, winking at them through her fake tears.

"Oh, she's good," the Professor said quietly to the Doctor who could only smirk and nod.

~8~

The party continued as before, though now Donna had joined in. The Doctor and Professor leaned against the bar watching. The Doctor was smiling slightly before he glanced at the Professor to see her watching just a bit more sadly. His smile faded but then he noticed a man with a mobile phone and gestured to borrow it. The man handed it over. The Professor looked up at him questioningly as he just turned back to her, putting on his glasses and doing a WAP search for H.C. Clements. He cast a quick look around the room before pulling out the sonic and speeding up the process. They both looked on, in mounting dread, as the words 'Sole Proprietor: TORCHWOOD' popped up on screen.

He quickly closed the phone and returned it to the man, falling heavily back against the bar as his memories turned to the dark event that just happened involving the institute.

Suddenly the Professor stood up and walked away, he quickly got up and followed her to where she was quietly conversing with a man who had been videotaping the event.

"I taped the whole thing…" he heard the man say as he joined them, "They've all had a look. They said 'sell it to You've Been Framed.' I said 'more like the News.' Here we are..."

He played the tape, the camera zooming in on Donna's face as she disintegrated into golden particles with a scream.

"Can't be!" the Doctor gaped.

"Play it again?" the Professor asked, wanting confirmation.

"Clever, mind!" the cameraman nodded, "Good trick, I'll give her that. I was clapping."

They watched as once again Donna disappeared.

"But that looks like..." he trailed.

"Huon Particles," the Professor confirmed, concerned.

"What's that?" the cameraman asked.

"That's impossible, that's...ancient!" the Doctor shook his head, "Huon energy doesn't exist anymore, not for billions of years! So old that..."

"...it can't be hidden by a bio-damper!" the Professor shouted before rushing to a window and looking out only to see the Santas approaching. She looked back at the Doctor, nodding, and he shot off towards Donna.

"Donna!" he shouted, "Donna, they've found you."

"But you said I was safe," she gasped.

"The bio-damper doesn't work," the Professor said, joining them, "We've got to get everyone out."

Donna looked around at everyone still partying, "Oh, my God…it's all my family..."

"Out the back door!" he shouted, guiding them to it only to be confronted by two of the Santas.

"Maybe not," the Professor remarked, taking just the smallest of steps backwards in fear.

The Doctor quickly took her hand and they ran back inside. He darted over to another window to see two more Santas.

"We're trapped," Donna breathed.

The Doctor squinted, seeing one of the Santas holding some sort of remote which they raised. He looked back to see the Christmas tree in the middle of the room, "Christmas trees..."

"What about them?"

"They kill."

"Get away from the tree!" the Professor turned, shouting to the people as they ran back to the room.

"Don't touch the trees!" Donna added, trying to shoo some of the children away.

"Get away from the Christmas trees, everyone get away from them!" the Doctor called.

"Out! Lance, tell them!"

"Stay away from the tree!" the Professor yelled.

"Stay away from the tree!" the Doctor repeated.

"Oh, for God's sakes, they're idiots!" Donna's mum rolled her eyes at them, "Why? What's a Christmas tree gonna...oh!"

She trailed off as the baubles on the tree began to float up of their own accord. The Professor and the Doctor watched them mistrustfully as they hovered above everyone's heads.

"Professor?" he asked quietly, leaning a bit towards her.

She blinked, "They're bombs…get down!"

Suddenly the baubles started dive bombing all around the room, causing small explosions everywhere. Everyone started screaming and running for cover. Donna pulled Lance down to hide under a table while the Doctor and Professor ran over to the DJ's stand. The Santas came to a line on the opposite side of the room.

"Oi!" the Doctor popped up, "Santa! Word of advice: if you're attacking a man with a sonic screwdriver..." he grabbed the microphone, "...don't let him near the sound system!"

"Cover your ears!" the Professor shouted to the humans moments before he pressed the sonic into the amplifier, making a horrible, high-pitched, screeching noise. Thankfully everyone covered their ears as the Santas shook violently, falling to pieces.

The Doctor pulled the sonic away as he and the Professor ran over to the robots, looking at them while the rest of the party goers began to get up.

"Alright, Stan...you'll be alright," Donna's father said, "It's all over."

"Michael?" Donna ran to some children, "Connie?"

The Doctor picked up the control the Santa was using while the Professor examined one of their heads.

"Oh Senita, do something useful," Donna shouted.

"But what is it?" Donna's mum pointed at the Santas, "What were they?"

"Just stop wittering, just help 'em!"

"Look at that…remote control for the decorations," the Doctor remarked, holding up the device to Donna.

"But there's a second remote control for the robots," the Professor added, frowning down at one of the heads, "They're not scavengers anymore," she looked up at the Doctor, "I think someone's taken possession."

"Never mind all that, you're a doctor…people have been hurt," Donna cut in.

"Nah, they wanted you alive, look," he tossed a bauble at her, "They're not active now."

"All I'm saying…you could help..."

"There's still a signal!" the Professor called suddenly, her ear pressed to the side of the head. The Doctor stood up quickly, helping her up, the two of them taking off.

Donna caught up with them outside, the Doctor scanning the head with his sonic, trying to get a trace on the signal while the Professor held it, "There's someone behind this, directing the robo-force," he muttered.

"But why is it me?" Donna frowned, "What have I done?"

"If we find the controller, we'll find that out," the Professor reassured her.

"Oh!" the Doctor shouted, raising the sonic into the air, "It's up there. Something in the sky."

A moment later he pulled the sonic back and started banging it on his hand, "Lost the signal?" the Professor asked expectantly.

He nodded, turning to Donna, "We've got to get to your office, H.C. Clements. I think that's where it all started," he looked over to see Lance walking over, "Lance…is it Lance? Can you give us a lift?"

He darted off without waiting for an answer.

"Please?" the Professor asked, trying to make up for his impoliteness. Lance nodded.

~8~

The Doctor, Donna, the Professor, and Lance arrived at H.C. Clements, running into the building and then to Donna's desk, the Doctor heading straight to Donna's computer.

"This might just be a locksmith's," the Professor turned to explain to Donna and Lance, "But H.C. Clements was brought up 23 years ago by the Torchwood Institute."

"Who are they?" Donna frowned.

The Professor glanced at the Doctor a moment, "They were behind the battle of Canary Wharf," Donna just stared, "...Cyberman invasion?"

"Skies over London full of Daleks?" the Doctor tried, looking up at her.

"Oh, I was in Spain," she waved him off.

"They had Cybermen in Spain."

"Scuba diving."

"Oh Donna, you keep on missing it," the Doctor sighed, shaking his head before darting over to another computer, "Torchwood was destroyed, but H.C. Clements stayed in business. I think...someone else came in and took over…" he whacked the monitor, "The operation."

"But what do they want with me?"

"Somehow you've been dosed with Huon energy," the Professor told her as gently as possible, "And that's a problem because Huon energy hasn't existed since the Dark Times. The only place you'd find a Huon particle now is a remnant in the heart of the TARDIS."

"That's what happened," the Doctor spun around, picking up a cup, "Say...that's the TARDIS…and that's you," he picked up a pencil in his other hand, "The particles inside you activated. The two sets of particles magnetized and WHAP!" he tossed the pencil into the mug, "You were pulled inside the TARDIS."

"I'm a pencil inside a mug?" she breathed, weakly.

"Yes, you are," he nodded, while the Professor looked ready to smack him, "4H. Sums you up. Lance? What was H.C. Clements working on? Anything top secret? Special operations? Do not enter?"

"I don't know, I'm in charge of personnel," he said defensively, "I wasn't project manager," the Doctor turned to the computer and flashed the sonic, instantly displaying the page he'd been trying to find, "Why am I even explaining myself? What the hell are we talking about?"

"They make keys, that's the point," the Doctor said, pointing to the 3D plan of the building on the screen, "And look at this..." he looked up at the Professor, expectantly.

She smiled softly, recalling the first time he'd tried this with her, she'd gotten much better, "We're on the third floor."

He nodded and dashed off, the Professor, Lance, and Donna following him to the lift, "Underneath reception, there's a basement, yes?" he asked them. The doors pinged and opened as the Doctor and Professor stepped inside to look at the controls, "Then how come, when you look on the lift, there's a button marked 'lower basement?' There's a whole floor which doesn't exist on the official plans. So what's down there, then?"

"Are you telling me this building's got a secret floor?" Lance raised an eyebrow.

"No, I'm showing you this building's got a secret floor."

"It needs a key," Donna pointed out.

"We don't," the Professor replied, plucking the sonic out of the Doctor's hand and flashing the lock.

"Right then," the Doctor looked up at them, "Thanks you two, we can handle this, see you later."

"No chance, Martian," Donna shook her head, "You're the ones who keep saving my life, I ain't letting you out of my sight."

"Going down," he grinned as Donna got in.

"Lance?" she looked at her fiancé pointedly.

"Maybe I should go to the police…" Lance began.

"Inside."

He meekly joined them in the lift.

"To honor and obey?" the Doctor smirked at him.

"Tell me about it, mate," Lance groaned.

"OI!" Donna glared at them as the lift descended, stopping with a ping on the lower basement. They all stepped out, into a long, dark, dank, corridor that was dimly lit with an eerie green light, "Where are we? Well, what goes on down here?"

"Let's find out..." the Doctor said, looking at the Professor for a moment. She hesitated slightly so he held out his hand. She took it, starting down the hall with him.

"Do you think Mr. Clements knows about this place?" Donna wondered.

"The mysterious H.C. Clements?" the Doctor remarked, "I think he's part of it," he looked over when something caught his eye, "Oh, look…transport!"

~8~

The Doctor, Donna, and Lance trundled down the corridor, each standing on an electric scooter, the Professor standing on the back of the Doctor's. Donna just looked around at them, all taking the slow moving scooters, and burst out laughing. The Doctor joined in, feeling the Professor laughing a bit into his back as well, though Lance just seemed to miss the humor.

They came to a door that said 'Torchwood – Authorized personnel only,' so, naturally, they stepped off their scooters and went to investigate. The Doctor turned the wheel, opening the door to reveal a ladder leading up.

"Wait here," he muttered to Donna and Lance as the Professor started climbing up "Just need to get our bearings. Don't..." he turned to point at them sternly, "...do anything."

He turned and followed her up the ladder.

"You'd better come back!" Donna shouted up at them.

"I couldn't get rid of you if I tried," the Doctor called back.

"I don't think I'd try at all," the Professor's voice sounded distantly, "I rather like you."

Donna beamed at that as they watched them climb up.

"Donna...have you thought about this?" Lance asked her quietly, "Properly? I mean, this is serious! What the hell are we gonna do?"

"Oh, I thought July," she muttered, distracted, before smiling brightly at him and looking back up the ladder, watching as the top of the shaft opened and the two disappeared only to appear moments later, climbing back down.

"Thames flood barrier!" the Doctor called, jumping off the last rung of the ladder and lightly catching the Professor around the waist as she jumped down as well, "Right on top of us. Torchwood snuck in and built this place underneath."

"What, there's like a secret base hidden underneath a major London landmark?" Donna asked.

"I know!" the Doctor said, mock outraged, "Unheard of."

They turned and entered some sort of laboratory at the end of the hall, full of massive test tubes bubbling away, with chemistry equipment set up here and there.

"Oh, look at this!" the Doctor looked around, amazed, "Stunning!"

The Professor stopped short, spotting something a small ways away, "Particle extrusion."

"What does it do?" Donna asked.

"Particle extrusion?" the Doctor glanced over, before darting to the bubbling tubes the Professor had seen before, "Brilliant."

"They've been manufacturing Huon particles," the Professor shook her head, joining him beside the containers.

"In case our people got rid of Huons. They unraveled the atomic structure."

"Your people?" Lance frowned, "Who are they? What company do you represent?"

"Oh, we're freelancers," the Doctor waved him off, still more focused on the liquids, "But this lot are rebuilding them. They've been using the river! Extruding them through a flat hydrogen base so they've got the end result, Huon particles in liquid form."

He reached out and picked up a small test tube of the particles.

"And that's what's inside me?" Donna frowned.

The Professor gently reached out and took the particles from the Doctor, turning to Donna and twisting the knob at the top of it, making it glow gold and Donna along with it.

"Oh, my God!" Donna gasped.

"Because the particles are inert," the Doctor began, taking the container back, "They need something living to catalyze inside and that's you. Saturate the body and then...HA!" Donna jumped out of her skin as the Doctor became mad with enthusiasm once more, "The wedding! Yes, you're getting married, that's it! Best day of your life, walking down the aisle, oh, your body's a battleground! There's a chemical war inside! Adrenaline, acetylcholine, WHAM go the endorphins, oh you're cooking! Yeah, you're like a walking oven! A pressure cooker, a microwave, all churning away, the particles reach boiling point, SHAZAM!"

Donna slapped him.

"What did I do this time?" he demanded, indignant.

"Let's see," the Professor cut in, "In the span of 15  _seconds_  you called her a battle ground, a host for chemical warfare, a walking oven, a pressure cooker, and a microwave. Any woman would have slapped you.  _I_  was about to slap you."

"Oh…" he blinked and turned to Donna, "Sorry…"

Donna just glared at him, "Are you enjoying this?" he just looked down. Donna took a breath to calm herself, "Right, just tell me, these particles, are they dangerous? Am I safe?"

"Yes!" he said, unconvincingly.

"Doctor...if your lot got rid of Huon particles...why did they do that?"

"Because they were deadly," the Professor told her gently.

"Oh, my God..."

"We'll sort it out, Donna," the Doctor promised.

"Whatever's been done to you, we'll reverse it," the Professor agreed.

"We're not about to lose someone else."

Suddenly there was a series of crashes and bangs from all around them.

"Oh, she is long since lost," a voice hissed.

One of the walls slid up to reveal a secret chamber with an enormous round hold in the floor, "I have waited so long, hibernating at the edge of the Universe..." Lance's eyes widened in horror as he hurriedly retreated through the door, "...until the secret heart was uncovered and called out to waken!"

The walls of the chamber lined with armed robots all wearing black hoods.

The Doctor, seemingly completely unperturbed, peered down the hole, "Someone's been digging...oh, very Torchwood. Drilled by laser. How far down does it go?"

The Professor frowned, peering down it, shaking her head, "It's too dark for me to make out the bottom. If I can't see that, I can't assess it."

"Down and down, all the way to the center of the Earth!" the voice hissed.

"Really?" the Doctor looked up, "Seriously? What for?"

"Dinosaurs," Donna answered, scuffling forward.

"What?"

"Dinosaurs?"

"What are you on about, dinosaurs?"

"That film, 'Under the Earth,' with dinosaurs. Trying to help!"

"That's not helping."

"Such a sweet couple," the voice hissed. The Doctor and Donna looked at each other before taking a step away.

"Only a madman talks to thin air and trust me, you don't want to make me mad," the Doctor called out.

"Too late," the Professor muttered jokingly.

"Yeah, thanks," he rolled his eyes good naturedly before turning back to the hole, "Where are you?"

"High in the sky, floating so high on Christmas night," the voice hissed.

"We didn't come all this way to talk on the intercom! Come on, let's have a look at you!"

"Who are you with such command?"

"I'm the Doctor."

"Prepare your best medicines, doctor-man, for you will be sick at heart," the voice hissed moments before a large, red spider woman appeared before them. A spider's body, a woman's torso, with a large red head, a number of eyes, snarling, and growling at them.

"The Racnoss..." the Professor breathed, recognizing it, "But that's impossible, you're one of the Racnoss!"

"Empress of the Racnoss," the Empress replied.

"If you're the Empress, where's the rest of the Racnoss?" the Doctor asked, "Or...are you the only one?"

"Such a sharp mind."

"That's it, the last of your kind."

"The Racnoss come from the Dark Times," the Professor explained to Donna, "Billions of years ago, billions. They were carnivores, omnivores, they devoured whole planets."

"Racnoss are born starving, is that our fault?" the Empress hissed.

"They eat people?" Donna gulped.

"H.C. Clements, did he wear those…those er, black and white shoes?" the Doctor asked out of nowhere.

"He did! We used to laugh, we used to call him the fat cat in spats."

The Doctor just nodded and pointed up to a web in the ceiling, a pair of black and white shoes, still attached to the late H.C. Clements, poking out.

"Oh, my God!" she gasped.

"Mm, my Christmas dinner," the Empress cackled.

"You shouldn't even exist!" the Doctor shouted back at the Empress.

"Way back in history," the Professor continued, "The Fledgling Empires went to war against the Racnoss…they were wiped out."

Donna nodded along before something behind the Empress caught her eye. She nearly gasped, seeing Lance appear on the balcony above the Racnoss. He quickly motioned for her to stay silent.

"Except for me," the Empress sneered, having followed the Professor's retelling.

"But that's what I've got inside me," Donna called quickly, trying to distract her from looking over at Lance, "That Huon energy thing. Oi! Look at me, lady, I'm talking. Where do I fit in? How comes I get all stacked up with these Huon particles?" Lance descended from the stairs, an axe in his hand, "Look at me, you! Look me in the eye and tell me."

"The bride is so feisty!" she commented.

"Yes, I am!" Donna nodded as the Doctor and Professor watched Lance approach the spider, "And I don't know what you are, you big...thing. But a spider's just a spider and an axe is an axe! Now, do it!"

Lance swung the axe, the Empress turning around and hissing at him.

And then he stopped.

And the Doctor and Professor looked at each other in concern, realizing what had happened.

Lance glanced around at Donna and started to laugh, the Empress joining in, "That was a good one," he pointed at the Empress, "Your face!"

"Lance is funny," the Empress replied.

"What?" Donna shook her head.

"I'm sorry," the Doctor told her quietly.

"Sorry for what?" she looked at him before turning to Lance, "Lance, don't be so stupid! Get her!"

"God, she's thick," he shook his head, staring at her pityingly, Donna just looked back at him, confused, the Professor taking a step closer and putting her arm around the woman's shoulders, comfortingly, this would not be easy for the woman, "Months I had to put up with her. Months. A woman who can't even point to Germany on a map."

"I don't understand," Donna whispered uncomprehendingly.

"How did you meet him?" the Professor asked her.

"In the office."

"He made you coffee," the Doctor said, trying to get her to realize it without having to actually say it.

"What?"

"Every day, I made you coffee," Lance called, as though he were talking to an idiot.

"You had to be dosed with liquid particles over six months," the Professor explained softly.

"He was poisoning me?" Donna looked at the woman, stunned.

"It was all there in the job title," the Doctor nodded, "The Head of Human Resources."

"This time, it's personnel," Lance smirked as he and the Racnoss laughed.

"But..." Donna shook her head, not wanting to believe it, "We were getting married."

"Well, I couldn't risk you running off," he sneered, "I had to say yes. And then I was stuck with a woman who thinks the height of excitement is a new flavor Pringle. Oh, I had to sit there and listen to all that yap yap yap…'oh, Brad and Angelina, is Posh pregnant?' X Factor, Atkins Diet, Feng Shui, split ends, text me, text me, text me, dear God, the never ending fountain of fat, stupid trivia."

The Professor glared at the man before squeezing the ginger tighter as the woman listened to her fiancé's abuse with increasing hurt and confusion.

"I deserve a medal," Lance finished.

"Oh, is that what she's offered you?" the Doctor shook his head at the man, loathing him as much as the Professor was for what he'd done to Donna, "The Empress of the Racnoss? What are you? Her consort?"

"It's better than a night with  _her_."

"But I love you," Donna whispered.

"That's what made it easy," he replied nastily, The Professor moved to rub the woman's back, "What's the point of it all if the human race is nothing? That's what the Empress can give me. The chance to...go out there. To see it. The size of it all. I think you understand that, don't you, Doctor? Professor?"

"Who is this little physician?" the Empress asked, "And his mate?"

"What she said…Martian."

"Oh, we're sort of...homeless," the Doctor shook himself out of the shock of hearing the spider call the Professor his mate. He glanced over at the girl to see she was far too focused and worried about Donna to have noticed. He turned back to the Racnoss, "But the point is, what's down here? The Racnoss are extinct. What's gonna help you four thousand miles down? That's just the molten core of the Earth, isn't it?"

"I think he wants us to talk," Lance commented to the Racnoss.

"I think so too," she agreed, neither of them noticing the Professor reaching into the Doctor's coat and pulling out the capsule of Huon particles.

"Well, tough! All we need is Donna!"

"Kill this chattering little doctor-man!"

Donna quickly stood in front of the Doctor, "Don't you hurt him!"

"No, no, it's alright," the Doctor tried to calm her.

"No, I won't let them!"

"At arms!" the Empress shouted as the robots aimed their guns at the Doctor.

"Ah, now," the Doctor began, "Except…"

"Take aim!"

"Well, I just want to point out the obvious…"

"They won't hit the bride. They're such very good shots."

"Just…just…just…hold on, just a tick, just a tiny…just a little…tick," the Doctor cut in again, "If you think about it, the particles activated in Donna and drew her inside my spaceship…"

"So, reverse it..." the Professor smiled, holding up the capsule, tweaking the top, "The spaceship comes to her."

The particles started to glow in both the capsule and Donna.

"Fire!" the Empress called.

The robots fired a moment too late, the TARDIS already materializing around them, the trio safe inside.

"Off we go!" the Doctor shouted, racing to the console with the Professor.

"My key!" they could hear the Empress cry from outside as they disappeared, "My key!"

"Oh, you know what I said before about time machines?" the Doctor muttered to Donna as he piloted the TARDIS, "Well, I lied. And now we're gonna use it."

The Professor glanced up, seeing the woman sitting dejectedly on a chair, and quickly moved over to her.

"We need to find out what the Empress of the Racnoss is digging up," he continued, "If something's buried at the planet core, it must've been there since the beginning. That's just brilliant. Molto bene! I've always wanted to see this. Donna…we're going further back than I've ever been before."

He looked up to see the Professor sitting beside Donna, her arm around the woman as her shoulders shook with silent tears.

"Hey," the Professor whispered quietly, "It's alright…"

"No," Donna shook her head miserably, "No, it's not."

"You're right," she agreed, "But…I'll tell you what, I know how you feel."

Donna sniffled, scoffing just a bit, "So you've had your heart ripped out by the man you loved."

"Yes," she nodded, "I have."

Donna looked up at her, startled, as the Doctor's mouth dropped open, his eyes wide at her revelation. The Professor just smiled reassuringly at Donna, rubbing her arms as the woman cried.

~8~

The TARDIS clicked quietly and cooled down, having reached its destination. The Doctor peered around the console as the Professor remained trying to comfort the miserable Donna, just sitting beside the woman, holding her hand tightly.

"We've arrived..." he called quietly, "Want to see?"

"Come on," the Professor nudged the woman lightly, smiling encouragingly.

Donna sighed, "I s'pose."

The Doctor swung the monitor around, as though about to show them, when he frowned, "Oh, that scanner's a bit small. Maybe your way's best," he walked over to the door, "Come on."

The Professor helped Donna to her feet and walked over to the doors with her, "No human's ever seen this," she told the woman, "You'll be the first."

"All I want to see is my bed," she muttered.

"Donna Noble…welcome to the creation of the Earth," the Doctor announced before throwing open the doors, revealing a spectacular sight. Donna's mouth fell open, seeing the Sun shining brightly through a beautiful colored dust and gas cloud, enormous rocks floating all around.

"We've gone back 4.6 billion years," the Professor smiled at the woman's shock, "There's no solar system, not yet. Only dust and rocks and gas."

"That's the Sun over there," the Doctor pointed, "Brand new. Just beginning to burn."

"Where's the Earth?" Donna looked around.

"All around us...in the dust," the Professor replied.

"Puts the wedding in perspective. Lance was right. We're just...tiny."

"No, but that's what you do," the Doctor beamed, "The human race. Making sense out of chaos. Marking it out with weddings and Christmas and calendars. This whole process is beautiful, but only if it's being observed."

"So, I came out of all this?" Donna started to smile.

"Isn't that brilliant?" he laughed as a massive chunk of rock floated lazily past the TARDIS.

"I think that's the Isle of Wight," she remarked, earning a laugh out of everyone.

"Eventually, gravity takes hold," the Professor explained.

"Say, one big rock, heavier than the others, starts to pull other rocks towards it," the Doctor continued.

"All the dust and gas and elements get pulled in. Everything, piling in until you get the..."

"Earth," Donna finished.

"But the question is...what was that first rock?" the Doctor asked.

Just then a star shaped rock emerged through the clouds, "Look," Donna pointed.

"The Racnoss..." the Professor breathed.

The Doctor rushed back to the console and turned the wheel frantically, "Hold on…the Racnoss are hiding from the war! What's it doing?"

The rocks and particles of dust and gas started to zoom past, all towards the Racnoss as though drawn there by a magnetic force.

"Exactly what you said," Donna called back.

"They didn't just bury something at the center of the Earth..." the Professor told him, observing, "They  _became_  the center of the Earth. The first rock."

The Doctor looked up, stunned, before the TARDIS violently shuddered, nearly knocking them off their feet. The Professor quickly pulled Donna back in and shut the doors so neither of them would fall out into space.

"What was that?" Donna gasped.

"Trouble," the Doctor called, the Professor immediately running to his side despite the shuddering and tipping of the TARDIS.

"What the hell's it doing?" Donna shouted, trying to make her way over as the shaking got worse.

"Remember the trick with the particles pulling particles," the Professor called over to her, "It works in reverse…they're pulling us back!"

The Doctor and Professor desperately tried to pilot the TARDIS, but it was beyond their control, sending them whirling through the Vortex back towards the Racnoss.

"Well, can't you stop it?" Donna asked, "Hasn't it got a handbrake? Can't you reverse or warp or beam or something?"

"Backseat driver," the Doctor muttered, "Oh! Wait a minute!" he pulled out what looked like a small surfboard from underneath the console, "The extrapolator! Can't stop us, but it should give us a good bump!"

The Professor's eyes widened as she saw the Doctor pull out the mallet, "Oh, please, tell me you aren't going to…"

He whacked the extrapolator, "Now!" he shouted as the TARDIS dematerialized from the pit chamber and back to one of the corridors of the base.

"Oh, I hate you," the Professor shook her head at him.

"No, you don't," he grinned, before dashing off out of the TARDIS, the two women following close behind.

"We're about 200 yards to the right," the Professor explained to Donna.

"Come on!" the Doctor shouted as they ran, stopping a moment outside the doorway leading up to the Thames Flood Barrier.

"But what do we do?" Donna gasped, out of breath and scared.

The Doctor put a stethoscope to the door, listening intently behind it, "I don't know! I make it up as I go along! But trust me, I've got a history."

"And trust me," the Professor added, glancing at Donna as they stood behind him, "You  _don't_  want to know his history."

"Oi! I'm not  _that_  bad."

"But I still don't understand," Donna shook her head, cutting in, "I'm full of particles…but what for?"

"There's a Racnoss web at the center of the Earth," the Doctor began, speaking quickly, "But our people unraveled their power source. The Huon particles ceased to exist but the Racnoss are stuck," so caught up in his explanation was he that he didn't even notice the robots grabbing both Donna and the Professor from behind, covering their mouths and holding them around the arms so they couldn't scream or fight back as they dragged them off, "They've just been in hibernation for billions of years. Frozen. Dead. Kaput! So you're the new key. Brand new particles, living particles! They need you to open it…and you have never been so quiet."

He turned around to look behind him only to notice that both the Professor and Donna were gone. His eyes widened in terror as his hearts stopped, his mind flashing back to one brief moment in his past when he realized his Kata was gone, before closing his eyes quickly, ' _Kata!_ ' he called.

' _Oh,_ now _you notice,_ ' she remarked.

He let out an enormous sigh of relief, ' _Where are you?_ '

' _Back in the pit chamber,_ ' she replied, sending him a series of images, guiding him back to the chamber from where they'd stopped.

' _I'll be there soon,_ ' he promised.

' _You better,_ ' she threatened lightly.

He nodded to himself, turning to open the door with the sonic only to come face to face with an armed robot.

~8~

"I hate you," Donna spat at Lance as she and the Professor joined him in the webbing stationed above the pit.

"Yeah, I think we've gone a bit beyond that now, sweetheart," Lance remarked.

The Professor just shut her eyes, trying to breathe, not quite liking the fact she was looming above a near bottomless pit…the length of the fall was not really helping her calm down.

"My golden couple," the Empress smirked up at them, "Together at last…your awful wedded life. Tell me, do you want to be released?"

"Yes!" both Donna and Lance shouted.

"You're supposed to say 'I do.'"

"Ha," Lance sneered, "No chance."

"Say it!"

Lance glanced at Donna, "I do."

"I do," she replied quickly.

"I don't," the Empress cackled, "Activate the particles. Purge every last one!" both Donna and Lance began to glow once again, "And release!" the particles extracted themselves from the couple and zoomed down the hole, "The secret heart unlocks. And they will waken from their sleep of ages."

"Who will?" Donna asked, glancing over at the Professor who had opened her eyes, if only to watch the particles, "What's down there?"

"How thick are you?" Lance grumbled.

"She wasn't talking to you!" the Professor snapped at him, having had it with his treatment of Donna. She threw one more glare at him before looking at Donna, "The eggs."

"My children, the long lost Racnoss," the Empress cheered, "Now will be born to feast on flesh!" the chirping of thousands of spiders and the patters of their feet drifted up the hole, coming at an alarming rate, "The web-star shall come to me," she ordered, "My babies will be hungry. They need sustenance. Perish the web."

"Use her!" Lance struggled as the Empress turned her attention to him, "Not me! Use her!"

"Oh, my funny little Lance! But you are quite impolite to your lady friend. The Empress does not approve," the web around Lance loosened and he tumbled down into the hole.

"Laaaaaance!" Donna shrieked, not having wanted him to die.

"Harvest the humans!" the Empress commanded, "Reduce them to meat," one of the robots ascended the stairs, running up the side of the chamber, "My children are climbing towards me and none shall stop them!" she hissed and turned to the robot, "So you might as well unmask, my clever little doctor-man."

The robot removed his mask and cloak to reveal the Doctor underneath, "Oh well. Nice try. I've got you!" he pointed the sonic up at the web, "Remember the jungles Professor?" he called up to her, smirking.

She smiled, grabbing the webbing as tightly as she could before it snapped around her. She swung through the air, the Doctor reaching out and grabbing her as she neared him, pulling her safely over the railing, "You ok?" he asked her gently. She nodded and he turned his attention back to Donna, "Donna!" he aimed the sonic again, loosening the web.

"I'm gonna fall!" Donna screamed.

"You're gonna swing," the Professor reassured her, "Just like I did!"

And sure enough, Donna swung right over the hole holding onto one of the strands of web and towards the Doctor, "I've got ya!" he cried, his arms outstretched to catch her. Donna screamed and swung…right underneath the Doctor, smashing into the wall with a dull bang, "...oh. Sorry."

They peered over the railing to see Donna sprawled out on her back below them, "Thanks…for nothing," she moaned.

"The doctor-man and his mate amuse me," the Empress remarked.

"Empress of the Racnoss," the Doctor turned to her, "We give you one last chance. I can find you a planet. I can find you a place in the Universe to coexist. Take that offer and end this now."

"This man is so funny."

"Consider this hard," the Professor added, very angry at the spider for how she had manipulated Lance, hurt Donna, "For what you've done to these humans, you should consider yourself  _very_  lucky we are even offering this to you.

The Doctor nodded, "What's your answer?"

"Oh…I'm afraid I have to decline," she laughed.

"What happens next is your own doing."

"I'll show you what happens next. At arms!" the robots raised their guns, "Take aim!" they aimed, "And…"

"Relax," the Doctor said quietly, the robots going limp.

"What did you do?" Donna shouted up at him.

"Guess what I've got, Donna?" he smirked down at her, pulling the remote control for the robots from one of his pockets, "Pockets!"

"How did that fit in there?"

"They're bigger on the inside," the Professor smiled at her.

"Robo-forms are not necessary," the Empress dismissed, "My children may feast on Martian flesh."

"Oh, but we're not from Mars," the Professor turned to her, suddenly all serious.

"Then where?"

The Doctor took the Professor's hand, "Our home planet is far away and long since gone. But its name lives on. Gallifrey."

The Empress reared back, screeching, "They murdered the Racnoss!"

"We warned you," the Professor began.

"You did this," the Doctor finished, pulling out a handful of baubles from his pocket.

"No!" the Empress shrieked, now panicked, "No! Don't! No!"

The Doctor threw them into the air, some moving to surround the Empress while others smashed into the walls of the corridor, destroying them, letting in the water from the Thames. Another bauble exploded, causing a fire to spring up at the Empress's feet. She wailed as the water flooded into the chamber and down the hole.

"My children!" she cried, grief stricken. The Professor closed her eyes tightly, recalling the terrible time of the war, the mothers wailing that very same thing.

The Doctor stood, watching in silence, surrounded by fire and water, while the river swirled down the hole like a plughole.

"No!" the Empress continued to cry, in terrible pain, "My children! My children!"

"Doctor!" Donna shouted up at them, "You can stop now!"

But the Doctor made no move to stop, just watching as the Racnoss writhed and wailed in agony, his eyes full of darkness, pain…

"She's right," the Professor whispered at his side.

He looked down at her sharply, having gotten so absorbed in his memories he'd nearly forgotten she was there. He stared at her a moment before nodding and turned down to Donna, "Come on! Time we got you out!"

He took the Professor's hand and ran down the stairs toward Donna who was running up to them.

"Transport me!" the Racnoss cried, disappearing from the room in a blue light.

They paid her no heed as they reached Donna and ran down the corridor back to the barrier door, climbing up the ladder once more, "But what about the Empress?" Donna called to them as they started to climb.

"She's used up all her Huon energy," the Doctor explained, "She's defenseless!"

They reached the top of the ladder and climbed out into the night, cheering in delight when they saw the remains of the spaceship falling to Earth, the Racnoss destroyed.

"Just...there's one problem," Donna said, catching her breath.

"What's that?" the Doctor looked at her.

"We've drained the Thames."

They looked over to see the Thames was completely emptied of water. Unable to help themselves, they all collapsed into laughter once more.

~8~

The TARDIS appeared across the road from Donna's house, the three of them stepping outside.

"There we go," the Doctor smiled, "Told you she'd be alright. She can survive anything," he grinned, shooting a sly glance at the Professor, "Like someone else I know."

The Professor just shook her head at him.

"More than I've done," Donna commented.

The Doctor quickly pulled out the sonic and scanned her, "Nope! All the Huon particles have gone. No damage, you're fine."

"Yeah, but apart from that...I missed my wedding, lost my job, and became a widow on the same day. Sort of."

"We couldn't save him," the Professor remarked sadly. Despite how much she loathed that man, none of them wanted Lance to die.

"He deserved it," Donna remarked, unfeelingly. The Doctor raised an eyebrow and Donna's face softened, "No, he didn't," she looked back at her house, "I'd better get inside. They'll be worried."

"Best Christmas present they could have," the Professor remarked, watching as Donna's mother and father hugged through the window.

"Oh, no, forgot…you hate Christmas," the Doctor cut in.

"Yes, I do," Donna nodded.

The Doctor smirked, "Even if it snows?" he reached in and tweaked a hidden switch in the TARDIS. A ball of light shot up out of the top and exploded like a firework in the sky, shifting into falling snow.

Donna laughed with delight, "I can't believe you did that!"

"I can," the Professor remarked, "Never should have shown him that switch."

The Doctor just put his arm around her causally, shaking her just a bit, getting her to smile, before he turned to Donna, "It's just your basic atmospheric excitation."

"Merry Christmas," Donna offered them with a smile.

"And you," the Professor nodded.

"So...what will you do with yourself now?" the Doctor wondered.

"Not getting married for starters," Donna laughed, "And I'm not gonna temp anymore. I dunno...travel...see a bit more of planet Earth...walk in the dust. Just...go out there and do something."

"Well, you could always..." the Doctor trailed, looking down at the Professor.

"What?" Donna frowned, looking between them.

"...come with us," the Professor finished, agreeing with the Doctor, as she looked at the woman.

Donna smiled lightly, "No."

"Okay," the Doctor nodded, though Donna could tell they were both disappointed.

"I can't..."

"No, that's fine," he waved her off, feigning indifference, and not well.

"No, but really...everything we did today...do you live your lives like that?"

"...not  _all_  the time…"

"I think you do. And I couldn't."

"But you've seen it out there," the Professor cut in gently, "It's beautiful."

"And it's terrible," Donna shook her head, "That place was flooding and burning and they were dying and you…" she looked at the Doctor, "Were stood there like...I don't know...a stranger. And you…" she turned to the Professor, "You weren't gonna stop him," the Doctor blinked and looked at the Professor as if just realizing how true that was, how close she had come to burning with him under the Thames, because he knew she wouldn't leave him, "And then you made it snow…I mean, you scare me to death the both of you!"

There was silence.

' _Do I scare you?_ ' he asked her silently, almost desperate to know the answer.

' _Never ever,_ ' she replied, ' _I could never be scared of you. Though…_ '

' _What?_ ' he glanced at her.

' _With everything I've done,_ ' she looked down sadly, ' _By rights, you should be terrified of me._ '

' _Never ever._ '

"Well then," he swallowed hard.

"Tell you what I will do though…Christmas dinner," Donna tried to smile, "Oh, come on."

"I don't do that sort of thing..."

"You did it last year, you said so."

"She's got you there," the Professor commented.

"And you might as well because Mum always cooks enough for twenty."

The Doctor hesitated, "Oh, alright then. But you go first, better warn them. And...don't say we're Martians!" he nodded back to the TARDIS, "We just have to park her properly..."

"Otherwise she might drift off to the Middle Ages," the Professor gave him a pointed look.

"That only happened once!" he rolled his eyes but with a smile on his face.

The Professor just shook her head and looked at Donna, a small frown now replacing her smile, "See you in a minute."

They turned to head back into the TARDIS, but Donna had caught the small frown and just knew they  _weren't_  going to park it. Her suspicious were confirmed when the TARDIS started to dematerialize.

"Doctor!" she shouted, "Professor!"

The engines stopped and the Doctor popped his head out the door with the Professor, "Blimey, you can shout," he muttered.

"Am I ever gonna see you again?"

"If we're lucky," the Professor smiled warmly.

"Just...promise me one thing. Find someone."

"We don't need anyone," the Doctor stressed. And he meant it. He and the Professor, together…what better team could there ever be?

"Yes, you do. Because sometimes, I think you need someone to stop you."

The Doctor blinked, "Yeah," he nodded quietly, pausing a moment, "Thanks then, Donna.

"Good luck," the Professor added.

"And just..." the Doctor trailed, trying to find the right words, "Be…"

"Magnificent," the Professor finished.

Donna smiled and laughed, "I think I will, yeah," they smiled and turned to go back into the TARDIS, "Doctor? Professor?"

The Doctor opened the door with mock exasperation while the Professor giggled quietly behind him, "Oh, what is it now?"

"That friend of yours...what was her name?"

The Doctor smiled sadly, the Professor taking his hand in silent support, "Her name was Rose."

And with that, they closed the door for the last time, but instead of dematerializing, the TARDIS just shot up into the night's sky, Donna watching with a sad smile before walking back home.

~8~

The Professor was sitting in the door of the TARDIS, staring outside at the stars with a sad, thoughtful expression on her face.

"Well, that was some almost-wedding," the Doctor called lightly, plopping down beside her, "Don't you think?"

She nodded absently, "Nothing like on Gallifrey though."

"Nah," he shook his head, "Unions on Gallifrey were so boring and stuffy."

"True. But…that's the Unions. I've always heard Bondings were the things of legends."

The Doctor eyed her for a moment before looking out at the stars. He nudged her slightly, "Remember how we promised to Bond to each other?"

"Yeah," she whispered, her heart in her throat, the almost-wedding had brought up that memory along with painful others.

"That was why we told each other our true names. Only Bonded pairs were meant to do that."

She swallowed hard, "We were stupid children back then."

"Were we?" he asked, hurt twisting in his stomach. Had she regretted it?

She didn't reply.

They sat there, in silence, for what felt like hours, before she spoke again, "I always thought I'd Bond to you," she admitted, so quietly he almost hadn't heard her. His head snapped to look at her, "It's why I never took an interest in anyone at the Academy, not that the school encouraged those relationships."

He blinked just a bit, still reeling from her revelation, "I may have had a hand in that…" he admitted as well. She looked at him curiously, "It may have spread through the boys that you were off limits…already taken…by me…"

She nodded, blinking back tears as she turned to look at the stars again, the most painful memory hitting her, "And then you United with Mayra."

His hearts sped up at the 'in' he'd just been given, a chance to truly come clean to her, tell her what had haunted him for centuries. He  _had_  to tell her, he'd lost so much already. Losing Rose, coming so close to having lost the Professor as well, had made him realize he couldn't risk losing her before she finally knew the truth.

"And I hated myself for it."

"I told you Theta," she reached out and took his hand, despite her pain, she would never use it against him, "I could never think les…"

"Not for that," he cut in gently, squeezing her hand, "I hated myself for Uniting with her at all."

"What?" she shook her head, not understanding, "Why?"

"Because I loved  _you_ ," he looked at her, tears in his eyes.

Her mouth fell open.

"You have no idea how hard those two years were when you were at the Academy and I graduated. Not being able to see you every day and even when I  _could_  see you,  _still_  not being able to do anything…" he shook his head, "The day you graduated was probably the happiest day of my life…because I thought I'd be able to tell you, finally."

"Why didn't you?" she asked, tears falling from her eyes. Never ever in her wildest dreams had she thought  _this_  would happen.

"I wanted to wait to surprise you, tell you at your party. Make it a night you'd never forget. You got cornered by well wishers nearly the whole time and…I spoke with your mum…she was gushing to her friends and family about how you'd been offered a position as an Academic. And Kata, that was your  _dream_! To finally be given the opportunity…" he shook his head, "I couldn't tell you after learning that…because you would either have had to give it up because of the rules or we'd have to wait another 200 years…" he laughed scornfully, "I was a coward. I was too afraid of waiting that long, I mean, 2 years felt like 200, could you imagine what 200…" he swallowed hard, "And then Mayra came over, praising her cousin…and she  _looked like you_ …"

He blinked and a tear actually fell from his eyes, but she couldn't move to wipe it away, she was paralyzed.

"But after the first time I spoke with her, I knew she was  _nothing_  like you at all. She was vapid, and shallow, and pretentious…and she asked to see me…I thought, she was your cousin, the  _least_  I could do was see her ONCE…but then…she  _changed_ , she started acting like you, and talking like you, and dressing like you and I thought…" he screwed his eyes shut, "I thought, if I couldn't have  _you_ , I could have someone  _like_  you. I hated myself for thinking like that…" she tightened her grip on his hand, "And once we United, it was like a flip switched, and she was that same vapid, shallow girl from before…"

He looked over and saw the Professor was silently crying, tears falling down her face, "I'm  _so_  sorry, Kata, so incredibly sorry…"

"I wasn't going to say yes," she cut in, "To the Academy. I was going to turn them down…I didn't want to wait either…"

He couldn't help but laugh at how absurd they both had been…he pulled her into his arms, holding her tight as they both just cried for their missed opportunity and thanks at being given another one again.

"You know…" he said after a moment, pulling away to take her head in his hands, "I never,  _never_  went through with a Bonding to Mayra.  _Never_. She pushed, but…I just couldn't. We were United and that was it."

"I know," she nodded. He'd never called Mayra by her true name, Mayra meaning 'Beauty' in the language of the Eternals, a name she'd chosen for herself when the time had come, "She complained about it often enough to me."

"And you do realize…" he continued, looking at her intently, "To be Bound, there are five steps…" she nodded, now a bit confused as to why he was bringing it up, "The blessing of the families, exchanging of names, creation of a mental bond, promising before a newly born star, and the sealing of the souls."

"Yes…" she nodded.

He looked at her as though she were missing something quite obvious and just smiled fondly as she stared up at him, "We've done 4 of 5."

She blinked, "We've… _what?_ "

"Both our families thought we'd Bond one day,  _Kata_."

' _And don't you remember that trip during the Academy?_ ' he added quietly to her, through their mental bond, before speaking out loud again, "When we went to see that star being born? What we promised each other?"

She let out a breath, "Yes, but…that still leaves the sealing of the souls."

His grin widened as he pulled her forward, kissing her deeply for the first time ever…

* * *

**Notes for the Chapter:**

> Are you squealing now? I hope so! We have now officially begun what my readers on FF very lovingly voted as Keta!
> 
> So, Mayra's name and history of it, completely made up :) If you haven't guessed, I'll be tweaking some Time Lord lore, making others up as we go, adapting it to fit this story-universe.
> 
> And...if you loved the interaction between Donna and the Professor...all I'm going to say is that you're really going to feel for our beloved ginger come Partners in Crime. That's all I'm gonna say about that.
> 
> Finally...I talk a little bit more about the Bondings vs. Unions in later chapters, but just to clear it up more. Unions are basically like a human wedding, you make promises, sign a bit of paper, etc. Bondings are a much deeper, more powerful ceremony that connects two Time Lords. In my story-universe, the only people who know the true name of a Time Lord are close family and you're not to EVER tell anyone else what it is unless it's for a ceremony involving the creation of families, like a Bonding, where you are accepted into each other's family. It also symbolizes how deeply you each trust each other (and how much the families trust the both of you) and keeps with the fact that only family knows your true name. All Time Lords share a subtle mental connection (being able to sense each other and so) but a Bonded pair are connected specifically to each other mentally, a bond they CHOOSE to create with each other. It takes phenomenal trust to allow someone full access to your mind and thoughts (though they can block certain things from time to time). The promising before a just-born star implies their love will last as long as the star and beyond and burn just as brightly and powerfully, also implying the immortality of the love as (I remember seeing a special that) some new stars can form from the gasses left behind from a dying star). As for the sealing of the souls...I just REALLY wanted them to kiss already!


	2. Smith and Jones

Martha Jones, a lovely black medical student in a white lab coat, walked though the hall of Royal Hope Hospital with her fellow peers, pausing as she spotted two men dressed in black leather and motor helmets getting out of the lift. She frowned, she'd spotted one this morning as he bumped into her, but could only give them a moment's thought before she turned to follow the other medical students into another ward. She blinked, frowning in confusion, as she spotted a man who had run up to her that very morning only to pull off his tie lying in bed in pajamas.

"Now then, Mr. Smith, a very good morning to you," Mr. Stoker, their overseer for the day, greeted the man, otherwise known as the Doctor, "How are you today?"

"Aw, not so bad, still a bit, you know," he answered, "Blah."

"John Smith, admitted yesterday with severe abdominal pains. Jones, why don't you see what you can find? Amaze me."

Martha stepped forward, pulling her stethoscope off from around her neck, "That wasn't very clever, running around outside, was it?"

"Sorry?" the Doctor frowned.

"On Chancery Street this morning. You came up to me and took your tie off."

"Really? What did I do that for?"

"I don't know, you just did."

"Not me. I was here, in bed. Ask the nurses."

"Well, that's weird, 'cos it looked like you. Have you got a brother?"

"No, not any more."

"As time passes and I grow ever more infirm and weary, Miss Jones," Mr. Stoker remarked.

"Sorry," she nodded, bashful, "Right…" she put her stethoscope to the left of Doctor's chest, looking puzzled for a moment, before moving it to his right side. Her eyes widened as she heard a second heart beating. She looked at the Doctor who merely winked at her.

"I weep for further generations," Stoker sighed, "Are you having trouble locating the heart, Miss Jones?"

"Um, I don't know...stomach cramps?"

"That is a symptom, not a diagnosis. And you rather failed basic techniques by not consulting first with the patient's chart," he picked up the chart and snapped his hand back, receiving a small shock.

"That happened to me this morning," Martha remarked.

"I had the same thing on the door handle," one of her fellow male students, Morgenstern, added.

"And me, on the lift," another student, a young woman, Swales, nodded.

"That's only to be expected," Stoker explained, "There's a thunderstorm moving in and lightning is a form of static electricity, as was first proven by…anyone?"

"Benjamin Franklin," the Doctor replied.

"Correct!"

"My mate Ben, that was a day and a half. I got rope burns off that kite, and then I got soaked…"

"Quite..." Stoker trailed, eyeing the Doctor, concerned for his mental state if he thought he knew Ben Franklin.

"...and then I got electrocuted!"

"Ignore him," a woman called. They looked over to see the Professor walking over with a small cup of water in her hand, "He has a rather active imagination."

"Ah yes…" Stoker nodded, "And you are…"

"Katherine Stewart," the Doctor cut in, taking her hand, "My fiancé."

The Professor actually blushed a bit at that. They'd just completed their Bonding and the Doctor was adamant that they, at some point, get married in an Earth ceremony as well. The Earth had always been their favorite planet to learn about, humans the most interesting and indomitable species they'd ever encountered. It made sense to both of them that they should honor their mutual love, not only for each other, but for Earth, by participating in a ceremony of that sort. She'd agreed, naturally, when he'd brought it up, now it was just a matter of when.

At first though, she had been a bit concerned that they were rushing into it, into the Bonding. He'd just lost Rose to the parallel world after all. But she saw in his mind, he'd been waiting for the chance to Bond to her for centuries. He would always have a special place for Rose in his hearts, he did love Rose, but he loved her as well, a deeper, fiercer, love than he'd felt for anyone. In a way, it was  _because_  he'd lost Rose that he had wanted to establish the Bonding. If he lost her again, having missed the chance to finally Bond with her, he would have been devastated, he  _couldn't_  lose her too.

"Moving on," Stoker nodded, pulling the Professor out of her thoughts as he turned to walk away with the students, "I think perhaps a visit from psychiatric," he whispered to one of them before continuing, "And next we have…"

The Doctor and Professor watched them walk off, waiting till they had gone around a corner before looking at each other. She nodded and he grinned, hopping off the bed to begin their exploration of the hospital.

~8~

Martha stood in the kitchenette of the hospital, on the phone with her sister as it rained outside. Her sister, Tish, had been going on and on about what they should do about their father's girlfriend, "But listen, I tell you what we'll do…" she trailed off, spotting the Doctor walking past the door. He stopped a moment, turning around and gesturing for someone to come and the Professor jogged over to him, the two of them continuing on. Martha shook her head, "We tell Dad and Annalise to get there early, for about 7:30, for Leo to do his birthday stuff. We tell Mum to come about 8:30 or nine, and that gives me time to have a word with Annalise, and…"

Suddenly the entire room shook violently, sending her and Swales to the floor…

~8~

Martha ran into the hospital ward, terrified, but trying to remain calm. Somehow they had ended upon the moon and the hospital was in a panic.

"Alright, everyone back to bed, we've got an emergency but we'll sort it out," she called, trying to calm down the patients, not even noticing the Doctor and the Professor watching her. The woman turned to the Doctor before shutting the curtain around his bed as Martha went to the window and looked out with Swales, "It's real. It's really real. Hold on!" she reached out for the window latch.

"Don't!" Swales sobbed, "We'll lose all the air!"

"But they're not exactly air tight. If the air was going to get sucked out it would have happened straight away, but it didn't. So how come?"

The Doctor pulled aside the bed curtain, now fully dressed in a blue suit, "Very good point!"

"Brilliant, in fact," the Professor added with a smile.

"What was your name?" the Doctor eyed her.

"Martha."

"And it was Jones, wasn't it?" she nodded, "Well then, Martha Jones, the question is, how are we still breathing?"

"We can't be!" Swales cried.

"Obviously we are so don't waste my time. Martha, what have we got? Is there a balcony on this floor, or a veranda, or..."

"By the patients' lounge, yeah," Martha nodded.

"Fancy going out?"

"Okay."

"We might die."

"We might not."

"You're good," the Professor smiled at her, before looking at the Doctor, "I like her."

"Well c'mon!" he cheered, but glanced at Swales, "Not her, she'd hold us up."

Swales sobbed as they ran out of the room, Martha leading the way to the patients' lounge. They paused a moment before pushing open the doors and stepping out onto the balcony.

"We've got air!" Martha inhaled, "How does that work?"

"Just be glad it does," the Doctor remarked as the Professor leaned over the ledge and squinted out, as though examining something.

"I've got a party tonight. It's my brother's 21st. My mother's going to be really...really…"

"You okay?"

"Yeah."

"Sure?"

"Yeah."

"Want to go back in?"

"No way. I mean, we could die any minute, but all the same…it's beautiful."

"You think?"

"How many people want to go to the moon? And here we are!"

"Standing in the Earthlight."

"What do you think happened?"

"What do  _you_  think?" the Professor asked, stepping back and looking around, picking up a small bit of rock.

"Extraterrestrial," Martha said firmly, "It's got to be. I don't know, a few years ago that would have sounded man, but these days? That spaceship flying into Big Ben, Christmas, those Cybermen things. I had a cousin. Adeola. She worked at Canary Wharf. She never came home."

The Doctor frowned, "I'm sorry."

"Yeah."

"We were there. In the battle."

"I promise you, Mr. Smith, Miss Stewart, we will find a way out. If we can travel to the moon, then we can travel back. There's got to be a way."

"It's not Smith, that's not my real name, hers isn't Stewart either."

"Who are you, then?" Martha eyed them.

"I'm the Professor," she introduced.

"And I'm the Doctor."

"Me too, if I can pass my exams," Martha remarked, "What is it, then, Professor Stewart? Doctor Smith?"

"Just the Doctor and Professor."

"How do you mean, just the Doctor?"

"Just...the Doctor."

"What, people call you 'the Doctor?'"

"Yeah."

"Well, I'm not. As far as I'm concerned, you've got to earn that title."

"Well, I'd better make a start, then," he turned to the Professor who handed him the rock, "Let's have a look," he tossed it out and hit an invisible wall.

The Professor nodded, "Thought so…some sort of force field keeping the air in."

"If that's like a bubble sealing us in, that means this is the only air we've got," Martha realized, "What happens when it runs out?"

"How many people in this hospital?" the Doctor looked at her.

"I don't know, a thousand?"

"One thousand people. Suffocating."

"Why would anyone do that?"

"Ask them yourself," the Professor remarked, looking up as three black ships started to lower out of the sky, just outside the bubble. People ran to the windows, looking out, as they landed and creatures in black armor and helmets marched out towards the hospital.

"Aliens," Martha breathed, "That's aliens. Real, proper aliens."

"Judoon," the Doctor nodded.

"This is not good," the Professor shook her head.

"Well, it's not THAT bad," he mumbled.

"I'm still on probation with them," she reminded him.

"Oh right…for starting the war between the Sontarans and the Rutans. How did that even happen by the way?"

"Honestly, all I said was that the Rutans had better attack strategies but the Sontarans had better armor and suddenly they're at each other's throats!"

He shook his head at her fondly, "Only you."

"It's  _your_  fault though."

"What? How's it MY fault?"

"You were the one they captured remember? I had to try and negotiate your return."

He winced, they'd taken a politics class at the Academy which involved going through time and observing the start of wars when they were 165/167. During a trip to the beginning of the Sontaran expansion/invasion of a small portion of space he'd decided to see if they couldn't possibly stop the war since it wasn't a fixed point. They'd split up, her to try and talk to the Sontarans and him with the Rutans...he'd ended up getting caught by the Rutans who thought he was a Sontaran ally/spy. When they'd tried to ransom the Sontarans, the Sontarans had thought he was trying to dishonor their victory and trick them into fleeing from a battle, something Sontarans  _never_  did. He'd sent out a mental call for help to the Professor who hadn't even reached the Sontarans. She'd come, of course, to try and talk both species out of executing him. They'd wound up running for their lives as the Sontarans and Rutans turned their weapons on each other instead of him. That had been one of the few times they'd actually gotten caught, hard to cover THAT one up. But they'd still managed to talk themselves out of it, for the most part, since their teacher was well aware that a war between the Sontarans and the Rutans  _did_  happen. The Professor, though, had ended up under Judoon probation for starting an intergalactic war...their teachers hadn't bothered to argue in her defense, they thought it might get the two of them to stop their mischief...they were sadly mistaken...

"Right…" he grimaced a bit, embarassed, "Forgot about that…"

She nodded.

"What on Earth are you two talking about?" Martha eyed them as though they were crazy.

"No time for that," the Doctor cut in, "Let's go find out what they want!"

And with that, he and the Professor dashed back inside, Martha following after.

~8~

The Doctor, Professor, and Martha crouched down by a potted plant on the second floor of the hospital, looking down into the reception area where the Judoon were entering. People ran and cowered, hiding from them, especially when the chief Judoon removed his helmet to reveal what looked like a rhinoceros, "Bo sco fo do no kro blo co sho ro!"

Martha nearly called out when Morgenstern walked over to it, "We are citizens of planet Earth. We welcome you in peace…" the Judoon pushed him up against a wall and shown a light in his face, "Please don't hurt me, I was just trying to help, I'm sorry, don't hurt me, please don't hurt me."

The Judoon pulled the light away, playing his words back before locking the device in a small compartment on his collar, "Language assimilated. Designation Earth English. You will be catalogued," he shined the light at the boys face again before drawing a cross on the back of his hand, "Category: human. Catalogue all suspects."

The other Judoon followed his order, walking up to people and shining their lights at them, marking the back of their hands, identifying them as human in doing so.

"Oh, look down there, you've got a little shop," the Doctor remarked, his hand squeezing the Professor's as they watched the Judoon, she was very tense and nervous about being caught, more so than him, he was just an alien, she was an alien on probation, and he was doing a miserable job at distracting her, "I like a little shop."

"Never mind that!" Martha hissed, "What are Judoon?"

"Galactic police," the Professor muttered.

"Well, police for hire," the Doctor added, "More like interplanetary thugs."

"And they brought us to the moon?" Martha frowned.

"Neutral territory," the Professor looked at her, "According to galactic law, they've got no jurisdiction over the Earth, so they isolated us."

The Doctor nodded, smiling at her proudly as he squeezed her hand again, she'd been doing so much better at thinking lately, besides the occasional hesitation, she seemed to have nearly gotten over her fear, "That rain? Lightning? That was them, using an H2O scoop."

"What's that about 'galactic law?'" Martha eyed them, "Where'd you get that from? If they're police, are we under arrest? Are we trespassing on the moon or something?"

"No," he laughed, "But I like that. Good thinking. No, it's more simple. They're making a catalogue, it means they're after something non-human, which is very bad news for us."

"Why?" they looked at her, "Oh, you're kidding me…" but then…it did make sense why the girl was under probation with other aliens…but still…them? Aliens? She couldn't believe it, "Don't be ridiculous. Stop looking at me like that."

"Come on, then," he stood up, pulling the Professor up with him and left.

~8~

The Doctor sat in front of a computer with the sonic, examining it while the Professor stood at his side, watching. Martha ran in, "They've reached third floor. What's that thing?"

"Sonic screwdriver," he remarked.

"Well, if you're not going to answer me properly!"

"No, really, it is," he turned to her, holding it up, "It's a screwdriver, and it's sonic. Look."

"What else have you got? A laser spanner?"

"I did, but it was stolen by Emily Pankhurst, cheeky woman…" he hit the computer, "Oh, this computer! The Judoon must have locked it down."

"Come on," the Professor nudged him over, "Let me try."

He looked at her, a bit startled, "You sure?"

She took a breath and nodded, a small smile on her face. She felt...good…she could do it.

He smiled and got up, letting her sit and get to work, typing in code after code.

"Judoon platoon upon the moon," he mumbled, watching her work, "Never came across that one yet have we?" she could only laugh and shake her head. He looked up at Martha, "We were just travelling past, I swear, we were just wandering, we weren't looking for trouble, honestly, we weren't, but…the Professor noticed these plasma coils around the hospital, and I saw that lightning, been building up for two days now, so I checked in, thought something was going on inside, it turns out the plasma coils were the Judoon up above."

"But what were they looking for?" Martha asked.

"Something that looks human, but isn't."

"Like you two. Apparently."

"Like us. But not us."

"Haven't they got a photo?"

"Might be a shape-changer," the Professor remarked, "Show me the patients, I might be able to spot it, or at least scan it if I shake their hand…"

"Whatever it is, can't you just leave the Judoon to find it?" Martha looked between them.

"If they declare the hospital guilty of harboring a fugitive, they'll sentence it to execution," the Doctor sighed.

"And if they find me here with them, in the middle of an investigation for a fugitive, they'll assume I had a hand in it and that you were all conspiring with me, and sentence you to execution," the Professor added.

"All of us?" Martha's eyes widened.

"Oh yes," the Doctor nodded, "If we can find this thing first..."

"Buffoon Judoon!" the Professor glared.

"What is it?" the Doctor looked over, only to see a red screen with blank windows.

"They wiped the records."

"Oh, that's clever."

"And irritating," she muttered, before sighing and typing quickly again, "I might be able to get it back…"

"What are we looking for?" Martha asked.

"Don't know," he sighed, "Any patient admitted in the past week with unusual symptoms," he eyed the computer, "Maybe there's a back up."

"Already working on it," the Professor smiled a bit.

"Oh you are brilliant," he beamed, happy, watching her.

Martha nodded, "Just keep working. I'll go ask Mr. Stoker, he might know."

"Be careful!" the Doctor called as she rushed out of the room.

~8~

The Doctor had just stepped out into the hall when Martha ran into him, "The Professor's restored the back up."

"I found her," Martha gasped.

"You what?" his eyes widened, spotting a black suited man striding down the hall after Martha, "Professor!" he called into the room.

She ran out a moment later, seeing the man as well, "Run!"

The Doctor grabbed her hand and they ran off down the hall with Martha, following her back towards where she'd seen the alien. They ran down the stairwell, followed by the man, only to see the Judoon coming up the other way. The Doctor looked over and spotted a doorway, bursting through it and onto the fourth floor. They ran, the man after them, skidding around a corner and into the radiology room.

The Professor took only a second to realize where they were before she reached into the Doctor's pocket and pulled out the sonic, locking the door behind them and tossing it to him, "5000 percent!"

He nodded and ran over to the x-ray machine, "When I say 'now,' press the button."

"I don't know which one," Martha shook her head.

"We'll find it then," the Professor countered, pulling her into the operator's room. They grabbed books and manuals and started to go through them, the Doctor sonicing the machine as the man pounded on the door.

"Now!" the Doctor shouted as the man broke through.

Martha slammed her hand down on a button. The Doctor and the man were flooded with radiation for a few moments before the man fell down, inert.

"What did you do?" Martha breathed as the Professor ran down and laid a hand on the man's back.

"Increased the radiation by 5000 percent," he replied.

"Killed him dead," the Professor nodded, getting up.

"Isn't that likely to kill you?" Martha frowned at the Doctor.

"Nah, it's only radiation," he waved her off, "We used to play with roentgen bricks in the nursery. It's safe for you to come out, I've absorbed it all. All I need to do is expel it," he started bouncing and hopping in place, "If I concentrate I can shake the radiation out of my body and into one spot. It's in my left shoe. Here we go, here we go, easy does it..." he shook his foot, "Out, out, out, out, out. Out, out, ah, ah, ah, ah. It is…it is…it is…it is…it is HOT. Ah, hold on," he grabbed the shoe off his foot and tossed it in a dustbin, "Done."

"You're completely mad."

"Right. I look daft with one shoe," he pulled the other one off and discarded it as well, "Barefoot on the moon!"

"You could have just told me you prefer your white shoes to the red ones," the Professor commented, eyeing him. She'd gotten him those shoes. He looked at her, about to apologize for throwing out her gift, when he saw the joking smile on her face and smiled himself.

"So, what is that thing?" Martha pointed at the man on the ground, "And where's it from? The planet Zovirax?"

"It's a Slab," the Professor explained.

"They're called 'Slabs,'" the Doctor added, "Basic slave drones, see?"

"Solid leather. All the way through."

"Someone has got one hell of a fetish."

Martha shook her head at them, "It came with that woman, Mrs. Finnegan. It was working for her. Just like a servant."

The Doctor looked over at his sonic, half sticking out of the x-ray machine, all blown to hell, "My sonic screwdriver."

"She was one of the patients, but…"

"My sonic screwdriver!"

"She had a straw like some kind of vampire."

"I loved my sonic screwdriver!"

"Doctor!" Martha shouted.

"Sorry," he tossed it away and smiled, "You called me 'Doctor.'"

"And she was telling you about the alien," the Professor added, "Go on Martha."

"Thanks," she nodded at the Professor, "Mrs. Finnegan is the alien. She was drinking Mr. Stoker's blood."

"Funny time to take a snack," he remarked, glancing at the Professor, "You'd think she'd be hiding. Unless…no…"

The Professor's eyes widened, "Yes, that's got to be it."

"Wait a minute…yes!"

"Shape-changer.  _Internal_  shape-changer."

"She wasn't drinking blood, she was assimilating it!"

"Do you do that often?" Martha eyed them, not having been able to follow a word they were saying.

"Come on!" the Doctor ran out of the room, "If she can assimilate Mr. Stoker's blood, mimic the morphology, she can register as human. We've got to find her and show the Judoon!"

~8~

A second Slab walked down the hallway, past the Doctor, Martha, and Professor as they hid behind a water cooler in a small alcove.

"Slabs," the Professor remarked, "They always travel in pairs."

"What about you?" Martha looked at them, "You two as well?"

"Um…" the Doctor blinked, glancing at the Professor, "Suppose you could say that, yeah."

She nodded, "Well, haven't you got back up or something? A team coming?"

"Uh," he groaned, "Humans. We're stuck on the moon running out of air with Judoon and a bloodsucking criminal, you're asking personal questions. Come on."

"I like that. 'Humans.' I'm still not convinced you're aliens."

They stepped out into the hall just as a Judoon held up its scanner at the Doctor's face, "Non-human."

"Oh my God, you really are!" Martha gasped.

"And again!" he shouted as they ran off down the hall, the Judoon shooting after them.

"But I don't understand," Martha continued, "You look human!"

"You look Time Lord," the Professor corrected, "We came first!"

They ran up the stairs, managing to lock the door behind them, and ran into a corridor where people were on the ground, straining to breathe.

"You alright?" the Doctor looked at the Professor who seemed tense, shaking just a bit.

"The shooting," she remarked quietly.

He nodded, taking her hand. While she seemed to have gotten over a great deal of her fear of thinking, she still had difficulty working in an environment that reminded her too much of the war.

"They've done this floor," he remarked, "Come on. The Judoon are logical and just a little bit thick. They won't go back to check a floor they've checked already. If we're lucky."

Martha knelt down by Swales who was giving oxygen to a patient, "How much oxygen is there?"

"Not enough for all these people," she remarked, "We're going to run out."

"How are you feeling?" the Professor looked at Martha, "Are you alright?"

"I'm running on adrenaline," she replied.

"Welcome to my world," the Doctor muttered.

"What about the Judoon?"

"Ah, great big lung reserves, it won't slow them down. Where's Mr. Stoker's office?"

"It's this way," she led them down the hall and into Stoker's office only to see it empty, "She's gone! She was here."

"Drained him dry," the Professor sighed as she knelt down by Stoker and touched his cheek, "Every last drop."

"I was right," the Doctor nodded as the Professor stood up, "She's a plasmavore."

"What was she doing on Earth?" Martha frowned.

"Hiding. On the run. Like Ronald Biggs in Rio de Janeiro. What's she doing now? She's still not safe. The Judoon could execute us all. Come on."

"Wait a minute," Martha knelt down by Stoker and closed his eyes before turning to leave with the duo.

"Think, think, think," the Doctor mumbled as they stepped into the hallway, "If I was a plasmavore surrounded by police, what would I do?" he shook his head, "Never mind me," he looked at the Professor, "What would YOU do?" she looked around and then pointed at the sign for the MRI machine, "Ah. She's as clever as you…" he flashed her a smile, "Almost."

"Thanks," she returned the grin.

"Find the non-human!" a Judoon's voice echoed to them from the end of the hall, "Execute."

The Doctor turned to Martha, "Stay here. We need time. You're going to have to hold them up."

"How do I do that?" she shook her head.

He frowned, "Martha, forgive me for this. It's to save a thousand lives, it means  _nothing_ ," he looked at the Professor, "Honestly,  _nothing_ ," the woman nodded and he turned to Martha once more, "Absolutely  _nothing_."

And with that, he kissed her, before grabbing the Professor's hand and bolting down the hall.

"That was nothing?" Martha breathed as they disappeared around the corner.

~8~

"I'm sorry about that," the Doctor told the Professor, holding her back before they entered the MRI room, "It really meant  _nothing_. Honestly, the only person it means  _anything_  with is you."

"I know," she nodded, reaching up and gently kissing him, "But next time…find a different way to transfer your DNA ok?"

"Ok," he grinned, before taking a breath and dashing into the MRI room with her. They quickly spotted the old woman, Mrs. Finnegan, behind the controls, the machine crackling with energy and making strange noises.

The Professor took one look at it and her eyes widened, ' _She's accelerated the monomagnetic pulse to a lethal percentage!_ '

He nodded and turned to the old woman, adopting an out-of-breath/shocked expression as he held her hand tightly, "Have you seen…there are these things, those great big space rhino things, I mean rhinos from space. And we're on the moon. Great big space rhinos with guns on the moon. And I only came in for my bunions, look," he showed her his feet, "They're alright now, perfectly good treatment, I said to my wife," he nodded at the Professor, "'Katherine, I'd recommend this place to anyone,' but then we end up on the moon. And did I mention the rhinos?"

"Hold him!" the woman shouted.

The Slab walked forward, grabbing the Doctor, "No!" the Professor grabbed the Slab's arm, "Let him go!"

The Slab just shoved her roughly away, headlong into the wall, knocking her out, "No!" the Doctor struggled, trying to get to her. He could tell she was alright, just unconscious, but seeing it happen…he knew she could defend herself and had many times before but her reactions weren't quite as sharp as during the war, out of practice, and they never seemed to come about now when she had to defend  _herself_  as opposed to others.

He swallowed hard and looked at Finnegan, "That thing, that big machine thing, is it supposed to be making that noise?"

"You wouldn't understand," she waved him off.

"Isn't that a magnetic resonance imaging thing? Like a ginormous sort of a magnet? I did magnets at GCSE. Well, I failed, but all the same."

"The magnetic setting is now set to 50,000 Tesla."

"Ooh. That's a bit strong, isn't it?"

"I can send out a magnetic pulse that will fry the brainstems of every living thing within 250,000 miles. Except me, safe in this room."

"But...hold on, hold on, I did geography for GCSE, I did pass that one, doesn't that distance include Earth?"

"Only the side facing the moon. The other half will survive. Call it my little gift."

"I'm sorry, you'll have to forgive me, I'm a little out of my depth. I've spent the past fifteen years working as a postman, hence the bunions…why would you do that?"

"With everyone dead, the Judoon ships will be mine, to make my escape."

"Now, that's weird. You're talking like you're some sort of an alien."

"Right-o."

"No!"

"Oh, yes."

"You're joshing me."

"I am not."

"I'm talking to an alien? In hospital? What, has the place got an E.T. department?"

"It's the perfect hiding place. Blood banks downstairs for a midnight feast, and all this equipment I'm ready to arm myself with should the police come looking."

"So, those rhinos, they're looking for you?"

"Yes. But I'm hidden."

"Oh. Right! Maybe that's why they're increasing their scans."

"They're doing what?" her eyes widened in fear.

"My wife, that's her on the floor there, she said the big chief rhino boy, that he said, no sign of a non-human, we must increase our scans...up to setting two?"

"Then I must assimilate again."

"What does that mean?"

"I must appear to be human."

"Well, you're welcome to come home, my wife, she could cook us up some dinner. She'd be honored. We can have cake. She makes fantastic banana cake, with these edible ball bearings and…"

"Why should I have cake?" Finnegan cut in, pulling a straw from her purse, "I've got my little straw."

"That's nice. Milkshake? I like banana."

"You're quite the funny man. And yet, I think, laughing on purpose at the darkness. I think it's time you found some peace. Steady him!"

"What are you doing?"

The Slab held him tightly as Finnegan approached with her straw, "I'm afraid this is going to hurt. But if it's any consolation, the dead don't tend to remember."

~8~

Finnegan was slurping away contentedly from the Doctor when the door burst open and Judoon entered the room with Martha.

"Now see what you've done," the old woman jumped back, the Doctor slumping to the floor, unconscious, "This poor man just died of fright."

"Scan him!" the Judoon ordered, flashing the Doctor, "Confirmation: deceased."

"No, he can't be," Martha struggled to get through, having been checking on the Professor after running in, "Let me through, let me see him."

"Stop. Case closed."

"But it was her. She killed him. She did it. She murdered him."

"The Judoon have no authority over human crime."

"But she's not human."

"Oh, but I am. I've been catalogued," she held up her hand.

"But she's not!" Martha insisted, "She assimil…wait a minute. You drank his blood. The Doctor's blood!" she grabbed a Judoon scanner and flashed the woman.

"Oh, alright. Scan all you like."

"Non-human," the Judoon reported.

"What?" Finnegan's eyes widened.

"Confirm analysis."

"Oh, but it's a mistake, surely. I'm human. I'm as human as they come."

"He gave his life so they'd find you," Martha breathed, looking at the Doctor.

"Confirmed: Plasmavore," the Judoon continued, scanning her deeply, "I charge you with the crime of murdering the princess of Patrival Regency Nine."

"She deserved it!" Finnegan spat, "Those pink cheeks and those blond curls and that simpering voice. She was begging for the bite of a plasmavore."

"Do you confess?"

"Confess? I'm proud of it! Slab…stop them!"

The Slab stepped forward, shooting, but the Judoon returned fire, disintegrating it, "Verdict: guilty. Sentence: execution."

Finnegan grinned, seeing the warning sign of the MRI machine light up, Magnetic Overload, "Enjoy your victory, Judoon, because you're going to burn with me. Burn in hell!" they raised their blaster and she screamed as they disintegrated her.

Martha ran to the Doctor's side.

"Case closed," the Judoon reported.

"What did she mean, 'burn with me?'" Martha asked, "The scanner shouldn't be doing that. She's done something."

"Scans detect lethal acceleration of monomagnetic pulse."

"Well, do something! Stop it!"

"Our jurisdiction has ended. Judoon will evacuate."

"You can't just leave it. What's it going to do?"

"All units withdraw."

The Judoon turned and walked out of the room, "You can't go. That thing's going to explode and it's all your fault!"

But it was too late, the Judoon had gone.

Martha shook her head and turned to the Doctor, starting CPR, "One, two, three, four, five," she gave him a breath, "One, two, three, four, five," and another, before she realized, "Two hearts! One, two, three, four, five," she pumped his left one, "One, two, three, four, five," and then his right. She took one last breath of air and gave it to him, reviving him. He started coughing, his eyes red as she fell to the floor, "The scanner…she did something…"

Coughing, the Doctor looked at it and crawled, staggering to the MRI machine controls, unplugging the red wire.

He dropped to the ground as the machine started to power down before making his way back over to the Professor, kneeling down beside her, "Kata…" he whispered, shaking her gently, "Kata, wake up."

She blinked a bit, "Theta?" she looked over at the machine, "Did I miss it?"

"Yeah," he helped her up.

"Next time, wake me before yeah?"

"Why?"

"To make sure you don't blow us all up."

"I'm not THAT bad."

She just patted his cheek, "Of course you're not," and knelt down by Martha, tugging her up as the Doctor moved to help.

~8~

They walked down a corridor towards a window, Martha supported between them, watching as the Judoon left, "Come on, come on, come on," the Doctor muttered, "Come on, Judoon, reverse it!" they both smiled widely as it started to rain.

"It's raining, Martha," the Professor whispered, even though the girl couldn't hear, "It's raining on the moon."

And in a flash of white light, they all disappeared.

~8~

Martha sat near an ambulance, awake, looking around at everything, thoughtful. The hospital was back, the patients were being treated and looked after, the staff interviewed. But she'd not seen the Doctor or Professor at all, which left her to wonder where they'd gone or if they were even real.

"I told them I represented the human race," Morgenstern was giving an interview, "I told them, you can't do that. I said, 'You can't do that, we have rights.'"

"Martha!" Tish shouted. She looked over as her sister ran to her and hugged her tightly, "Oh, God! I thought you were dead! What happened? It was so weird, because the police wouldn't say, they didn't have a clue. And I tried phoning, but I couldn't get through. Mum's on her way, but she couldn't get through, they've closed off all the roads."

Martha smiled at her sister before glancing over to see the Doctor and Professor, in the flesh, walking towards a blue police box, the Doctor leaning a bit on the woman as he was still just a smidge weak. They looked over at her and smiled, waving. A truck drove by and when it passed, the box and the two aliens were gone.

"There's thousands of people trying to get in, the whole city's ground to a halt," Tish continued, "And Dad phoned, 'cos it's on the news and everything, he was crying. It's been a mess, and what happened? I mean, what really happened? Where were you?"

Martha couldn't answer, just stare at where the box had been sitting.

~8~

Martha winced as Annalise stormed out of the restaurant, her mother having gotten into a row with the woman, "Oh, stay!" her mother said snarkily, "Have a night out!"

"Don't you dare," her father called after his girlfriend, "I'm putting my foot down. This is me, putting my foot down!" but sadly it was not, because he took off after her.

"Dad!" her brother shouted, shaking his head as his parents walked off before following after his father.

"Make a fool of yourself!" her mother continued to shout, "God knows, you've been doing it for the last 25 years! Why stop now?"

"Mum, don't!" Tish called as her mother stormed off after them, jogging to follow, "I asked the DJ and he's playing that song later…"

Martha sighed, shaking her head at her family when she caught sight of the Doctor and Professor standing at the corner of an alley across the street. They smiled and turned to head back down it, Martha running towards them. She stepped around the corner to see them standing against the blue box from before.

"I went to the moon today," she remarked.

"A bit more peaceful than down here," he laughed.

"You never even told me who you are."

"The Doctor."

"The Professor."

"What sort of species again?" she asked, "It's not every day I get to ask that."

"We're Time Lords," the Professor told her, repeating the name of their species she had only mentioned to Martha as they ran though the hospital.

"Right!" she laughed, "Not pompous at all, then."

"We just thought, since you saved our lives," the Doctor continued, "And I've got a brand new sonic screwdriver which needs road testing, you might fancy a trip?"

"What, into space?"

"Well…"

"I can't. I've got exams. I've got things to do. I have to go into town first thing and pay the rent, I've got my family going mad..."

"If it helps, we can travel in time, as well," the Professor added with a smile.

"Get out of here."

"We can," the Doctor insisted.

"Come on now, that's going too far."

"Well, then," the Professor opened the door to the box, "We'll just have to prove it."

The Doctor grinned and followed her into the TARDIS. Martha watched in shock as the box faded out with a wheeze.

~8~

The Doctor peeked around the corner of an alleyway, looking around.

"Over there!" the Professor pointed towards Martha, walking down the street on her phone that morning. He grinned and ran over to her.

"Hi, Annalise…" Martha Jones grimaced as she greeted her father's girlfriend with mock cheeriness.

"Big kiss, lots of love, see you at the party, Babe!" Annalise replied before speaking to Martha's father, "Now take me shopping, big boy!"

She frowned, listening to her father laugh, and quickly snapped her phone shut just as the Doctor ran up in front of her.

"Like so!" he smiled, pulling off his tie, "See?"

She looked at him, the man in the brown suit, puzzled and more than a bit amused, watching as he walked off towards an alley where a brunette woman in a grey waterfall cardigan, was waiting, standing by the corner. She grinned up at him as he put his arm around her, the two turning to head back down the alley, disappearing from sight.

She shook her head and turned to continue on to Royal Hope Hospital.

~8~

Martha ran over and waved her hand in the spot the box had just been in, jumping back when the wheezing returned and the box faded in again.

The Doctor stepped out, holding his tie in his hand, "Told you!"

"I know, but..." her eyes widened, "That was this morning! But…did you...oh, my God! You can travel in time!" the Professor laughed, taking the tie and putting it back on him, straightening it out, "But hold on, if you could see me this morning, why didn't you tell me not to go in to work?"

"Crossing into established events is strictly forbidden," the Doctor replied.

"Except for cheap tricks," the Professor added.

"You wound me," the Doctor put his hand over his right heart in mock hurt.

The Professor just laughed and gave him a peck on the cheek, "Better?"

"Oh yes," he beamed.

"And that's your spaceship?" Martha asked, eyeing the box.

"It's called the TARDIS," the Professor turned to her, the Doctor wrapping an arm around her waist and tugging her against him, "Time and Relative Dimension in Space."

"Your spaceship's made of wood. There's not much room. We'd be a bit intimate."

The Doctor simply pushed the door open, "Take a look."

Martha stepped in, the Doctor and Professor following her but leaning against the railing by the door as she stopped short and looked around.

"Oh, no, no," she shook her head, running out again, "But it's just a box!" she ran around the outside of it, "But it's huge. How does it do that? It's wood!" she knocked on it, "It's like a box with that room just rammed in," she stepped back in.

"It's bigger on the inside," the Doctor and Professor mouthed along as Martha shouted it.

"Is it?" the Doctor asked, "I hadn't noticed," the Professor shut the door as the Doctor took off his coat and tossed it over a Y-beam, "Alright, then, let's get going."

"But is there a crew?" Martha looked at them, "Like a navigator and stuff? Where is everyone?"

"Just us," the Professor told her, walking to the console to help the Doctor.

"All on your own?"

"Well, sometimes we have guests," the Doctor said, his tone growing a bit sad, "I mean some friends, travelling alongside. We had…there was recently a friend of mine. Rose, her name was, Rose. And...we were all together. Anyway…"

The Professor reached out and squeezed his hand.

"Where is she now?"

"With her family," the Doctor reminded himself, "Happy. She's fine. Not that you're replacing her."

"Never said I was."

"Just one trip to say 'thanks,' you get one trip, then back home. I'd rather it be me and the Professor."

"You're the one that kissed me," Martha teased, "Don't think your fiancé would be too happy with that. Or was that a cover?"

"That was a genetic transfer," the Professor explained, not wanting to reveal the fact that she was bothered by it. She'd noticed this regeneration seemed far more insecure than any of her others.

"And if you will wear a tight suit..." she continued, the two not having dissuaded her theory that their fiancé title was a ruse.

"Now...don't!" the Doctor turned to her.

"And then travel all the way across the Universe just to ask me on a date..."

"Stop it," the Doctor snapped. Glancing at the Professor who had looked down and focused on the console instead. He was starting to regret asking Martha along if she was going to make the Professor feel even more insecure. He knew she'd gotten enough of that from Rose.

"For the record? I'm not remotely interested. I only go for humans."

The Professor smiled just a bit at that.

"Good," he nodded, happy that was settled, "Well, then. Close down the gravitic anomalizer…"

"Fire up the helmic regulator," the Professor reached out and flipped a switch

"And finally…the hand brake," he grabbed a lever, looking at Martha, "Ready?"

"No," she shook her head.

"Off we go!" he pulled it and the TARDIS jolted and shook, making him fall over.

"Blimey, it's a bit bumpy!"

"Welcome aboard, Martha," the Professor grinned at her.

"It's my pleasure, Professor," she laughed as the TARDIS hurtled through space.

* * *

**Notes for the Chapter:**

> Stewart, for our dear Brigadier :)
> 
> No idea about the whole Sontaran/Rutan war thing, I couldn't find much about it so I thought it would be interesting to stick the Professor into that whole mess. Actually...it'll come up again, I bet you know when :)


	3. The Shakespeare Code

The Doctor quickly turned a wheel on the console as Martha held on, the TARDIS shaking. The Professor ran around to the other side, quickly getting to work.

"But how do you travel in time?" Martha asked them, "What makes it go?"

"Oh, let's take the fun and mystery out of everything," the Doctor remarked, "Martha, you don't wanna know. It just does. Hold on tight!"

The Professor leaned over the console, hitting a switch as the TARDIS landed and they all fell to the floor, the Doctor half landing on top of the Professor, making them both laugh.

"Blimey!" Martha stood up, "Do you have to pass a test to fly this thing?"

"Yes," the Professor said, pushing the Doctor off her so she could stand, "And he failed, abysmally."

"Must you keep bringing that up?" he grumbled as he grabbed his coat.

"Yes. Until you let me show you how to fly her properly."

The Doctor just rolled his eyes playfully and tossed Martha her own jacket, "Now, make the most of it! I promised you one trip and one trip only. Outside this door..." he stopped at the door and faced her, "Brave new world."

"Where are we?" Martha asked excitedly.

"Take a look," he pushed them open, "After you."

Martha stepped through to find herself on an Elizabethan street at night, people just wandering about, doing their normal routines, "Oh, you are kidding me. You are  _so_  kidding me. Oh, my God! We did it. We travelled in time. Where are we? No, sorry. I gotta get used to this whole new language.  _When_  are we?"

The Doctor looked up and quickly pulled Martha back as a man dumped the contents of a chamber pot out the window, "Mind the loo!"

"Somewhere before the invention of the toilet," he remarked, "Sorry about that."

"I've seen worse. I've worked the late night shift at A&E. But are we safe? I mean, can we move around and stuff?"

"Of course we can," the Doctor nodded as they headed off, "Why do you ask?"

"It's like in the films. You step on a butterfly, you change the future of the human race."

"Well, tell you what then, don't step on any butterflies. What have butterflies ever done to you?"

"What if, I dunno, what if I…kill my grandfather?"

"You planning to?"

"No."

"Well, then."

"This is London."

"I think so…"

"Right about 1599," the Professor added with a small smile, pleased with herself for knowing that almost instantly…she'd been able to guess the time and space they were in as soon as she stepped out of a TARDIS in the past…she'd gotten admittedly rusty in her fear and was relieved to see it was coming back to her, "And you know, it's saying something for him to actually get where he intends to go. It usually never works that way when the Doctor takes the helm."

"And again!" he rolled his eyes, "That only happened a few times."

"218 times. And that's recently, I don't even  _want_  to know how many times that happened before I started travelling with you."

"Oh, but hold on," Martha cut in, "Am I alright? I'm not gonna get carted off as a slave, am I?"

"Why would they do that?" the Doctor frowned.

"Not exactly white, in case you haven't noticed."

"We're not even human. Just walk about like you own the place. Works for me. Besides, you'd be surprised. Elizabethan England, not so different from your time. Look over there," he pointed to a man shoveling manure, "They've got recycling."

"Water cooler moment," the Professor added as two men spoke by a water barrel.

"...and the world will be consumed by flame!" a preacher called out as they walked by.

"Global warming," the Doctor agreed when his gaze landed on something, "Oh, yes, and...entertainment! Popular entertainment for the masses. If I'm right, we're just down the river by Southwark right next to..." he grabbed the Professor's hand and they all ran off around a corner to a magnificent theater, "Oh, yes, the Globe Theater! Brand new. Just opened. Through, strictly speaking, it's not a globe…"

"It's a tetradecagon," the Professor nodded, "14 sides."

The Doctor smiled, "Containing the man himself."

"Whoa, you don't mean...is Shakespeare in there?" Martha's eyes widened.

"Oh, yes," he held out an arm, "Miss Jones, Professor, will you accompany me to the theater?"

Martha nodded and linked her arms with his, "Yes, Mr. Smith, I will."

"Oh, of course," the Professor smiled, doing the same.

"When you get home, you can tell everyone you've seen Shakespeare!" the Doctor added.

"Then I could get sectioned!" Martha laughed.

~8~

The Globe was packed, everyone standing around, cheering, applauding as the actors took their final bows.

"That's amazing!" Martha breathed, "Just amazing. It's worth putting up with the smell. And those are men dressed as women, yeah?"

"London never changes," the Doctor remarked.

"Where's Shakespeare? I wanna see Shakespeare," she raised her fist, chanting, "Author! Author!" the Doctor and Professor looked at her, "Do people shout that? Do they shout 'Author?'"

A man behind them took up the chant and it spread.

"Well...they do now," the Professor laughed.

And then the man himself strutted out onto the stage, taking an exaggerated bow, blowing kisses to the crowd, the audience going wild, cheering and screaming.

"He's a bit different from his portraits," Martha remarked.

"Genius," the Doctor nodded, "He's a genius, THE genius. The most human human that's ever been. Now we're gonna hear him speak. Always, he chooses the best words. New, beautiful, brilliant words."

"Shut your big fat mouths!" Shakespeare called, earning a laugh out of the audience.

The Professor couldn't help but laugh at the expression on the Doctor's face, "Oh yes, brilliant, that was absolutely brilliant."

"Oh, well," he shrugged.

"You should never meet your heroes," Martha smiled.

"You have excellent taste!" Shakespeare continued, "I'll give you that," he pointed to someone, "Oh, that's a wig! I know what you're all saying. 'Loves Labor's Lost, that's a funny ending, isn't it? It just stops! Will the boys get the girls?' Well, don't get your hose in a tangle, you'll find out soon. Yeah, yeah. All in good time. You don't rush a genius," he bowed a moment before jerking upright, "When? Tomorrow night," the audience cheered though even Shakespeare looked stunned at what he'd said, "The premiere of my brand new play. A sequel, no less, and I call it 'Loves Labor's Won!'"

The audience applauded loudly as the Doctor and Professor remained quiet.

~8~

"I'm not an expert," Martha began as they walked out of the theater, "But I've never heard of 'Loves Labor's Won.'"

"Exactly," the Professor nodded, thoughtful, "It's a lost play. It doesn't exist, or it shouldn't, only in rumors. It's mentioned in lists of his plays but never ever turns up. No one knows why."

"Have you got a mini-disk or something? We could tape it. We can flog it. Sell it when we get home and make a mint."

"No," the Doctor shook his head.

"That would be bad?"

"Yeah. Yeah."

"Well, how come it disappeared in the first place?"

"Well…" the Doctor considered it, "I was just gonna give you a quick little trip in the TARDIS but I suppose…we could stay a  _bit_  longer."

"Could we?" the Professor looked at him, "I…I think I might like to find out what happened."

The Doctor paused and looked at her a moment, "You're curious?"

She smiled and nodded, "Yeah…I think I am."

He laughed joyfully and pulled her into a tight hug, Martha watching, slightly confused as to why he was so excited at the prospect of her being curious. She didn't know though, that the Professor the Doctor knew on Gallifrey had been almost as curious as he was, to see some of that coming back, to see her working past the fears and tensions, the curiosity rising up again…he'd never been happier.

~8~

The Doctor led the girls up to an inn, the Elephant Inn, where, he'd heard around town, Shakespeare was staying.

"I've just got the final scene to go," they heard the man in question saying, "You'll get it by morning."

"Hello!" the Doctor knocked on the open door, "Excuse us! We're not interrupting, are we? Mr. Shakespeare, isn't it?" he stepped into the room with the Professor, Martha hiding behind their backs, flustered at Shakespeare's presence.

"Oh no, no, no, no," Shakespeare moaned, "Who let you in? No autographs. No, you can't have yourself sketched with me. And please don't ask where I get my ideas from. Thanks for the interest. Now be good and shove…"

And then his eye caught Martha standing just behind them, peeking out at him.

"Hey, nonny nonny," he breathed, "Sit right down here next to me," he turned to the two young men, two of the actors from his show, that he had been talking to before, "You two get sewing on them costumes. Off you go."

"Come on, lads," the innkeeper ushered them, "I think our William's found his new muse."

"Sweet lady," Shakespeare smiled at Martha as she sat at the table before him, "Such unusual clothes. So...fitted."

"Um, verily, forsooth, egads," Martha tried to say in the speech of the times.

"No, no, don't do that," the Doctor whispered as he and the Professor sat down beside her, "Don't," he turned to Shakespeare and held out the psychic paper, "We're Sir Doctor and Lady Katherine of TARDIS and this is our companion, Miss Martha Jones."

"Interesting, that bit of paper," he eyed it, "It's blank."

"Oh, that's...very clever," the Doctor looked at him, impressed, before glancing at the Professor, "That proves it. Absolute genius."

"No, it says so right there," Martha took the paper, "Sir Doctor, Lady Katherine, and Martha Jones. It says so."

"And I say it's blank," Shakespeare countered.

"Psychic paper," the Professor explained to her quietly, "Shows people what you want them to see."

Martha nodded, understanding.

"Psychic," Shakespeare tested the word, "Never heard that before and words are my trade. Who are you exactly? More's the point, who is your delicious blackamoor lady?"

"What did you say?" Martha turned to him, just slightly offended.

"Oops. Isn't that a word we use nowadays? An Ethiop girl? A swarth? A Queen of Afric…"

"I can't believe I'm hearing this."

"It's political correctness gone mad," the Doctor agreed.

' _I don't know_ ,' the Professor commented to him, ' _Hasn't called her his Dark Lady yet_.'

' _Yet_ ,' he reminded her with a laugh, both of them thinking about all the poems their dear Shakespeare would come to write about Martha.

"Martha's from a far-off land," the Professor turned to Shakespeare

"Freedonia," the Doctor finished.

"Freedonia?" the Professor hissed at him, he shrugged.

"Excuse me!" an older man barged into the room, "Hold hard a moment. This is abominable behavior. A new play with no warning? I demand to see a script, Mr. Shakespeare. As Master of the Revels, every new script must be registered at my office and examined by me before it can be performed."

"Tomorrow morning, first thing, I'll send it 'round," Shakeups replied.

"I don't work to your schedule, you work to mine. The script, now!"

"I can't."

"Then tomorrow's performance is cancelled."

"It's all go, 'round here, isn't it?" Martha remarked.

"I'm returning to my office for a banning order. If it's the last thing I do, 'Love's Labor's Won' will never be played," and with that, he turned and stormed out of the room.

"Well, then..." Martha turned back around a few moments later, "Mystery solved. That's 'Love's Labor's Won' over and done with. Thought it might be something more, you know...more mysterious."

"Oh, not you too…" the Professor remarked, "Every time.  _Every time_  someone says something like that or 'What's the worst that can happen' or 'What can possibly go wrong' it always gets worse and something always goes wrong," she turned to point at the Doctor, "I blame you."

"What why me?" he asked though there was a twinkle in his eyes, this was more like the Professor, fiery, outspoken, but with a great understanding.

Before she could even answer they heard someone scream outside. They got up and ran out into the street to see the old man from before stumbling about, spitting up water.

"It's that bloke!" Martha gasped.

"What's wrong with him?" the Doctor frowned, "Leave it to me…I'm a doctor!"

"So am I, near enough," Martha added as they ran over to the man, the Professor and Shakespeare following. They reached him just as he collapsed to the ground, the Doctor running down the street to look around as Martha knelt beside him, listening for his heartbeat and breathing, "Gotta get the heart going. C'mon, can you hear me? You're gonna be alright…" she moved to start mouth-to-mouth when water started to gush from him.

"Doctor!" the Professor called. He ran back over.

"What the hell is that?" Martha gasped.

"I've never seen a death like it," the Professor reached out and put a hand on the man's wrist, hiding her scanning with a checking for a pulse. She looked at the Doctor, speaking to him in his mind, ' _His lungs are full of water, he drowned, and then...a blow to the heart, an invisible blow._ '

The Doctor nodded and stood up, knowing the townspeople wouldn't believe a woman, and looked at the innkeeper, "Good mistress, this poor fellow has died from a sudden imbalance of the humors. A natural, if unfortunate, demise. Call a constable and have him taken away."

"Yes, sir," she nodded and turned to go off.

"I'll do it, ma'am," a young girl with brown hair stepped up to the innkeeper before walking away with her.

"And why are you telling them that?" Martha hissed as the Doctor knelt back down by them, the Professor having quietly filled her in on her discovery.

"This lot still have got one foot in the Dark Ages," he replied, "If we tell them the truth, they'll panic and think it was witchcraft."

"Okay, what was it then?"

"Witchcraft."

~8~

"I got you a room, Sir Doctor," the innkeeper told them as they stood in Shakespeare's room, "You, your lady, and Miss Jones are just across the landing."

He nodded his thanks and the woman left.

"Poor Lynley," Shakespeare remarked, "So many strange events. Not least of all, this land of Freedonia where a woman can be a doctor?"

"Where a woman can do what she likes," Martha corrected.

"And you, Lady Katherine," he looked at the Professor, "You're eyes, full of such darkness and fear…you've seen more than you speak of."

The Professor swallowed hard at being called out so easily as the Doctor took her hand, "I have nightmares."

He nodded, sensing it was a touchy subject, and looked at the Doctor beside her, "You, Sir Doctor. How can a man so young have eyes so old?"

"I do a lot of reading," he shrugged.

"A trite reply. Yeah, that's what I'd do," he looked at Martha, "You, you look at them like you're surprised they exist. They're as much of a puzzle to you as they are to me."

"I think we should say good night," Martha remarked, turning to leave.

"I must work. I have a play to complete. But I'll get my answers tomorrow, Doctor, and I'll discover more about you and why this constant performance of yours."

"All the world's a stage," the Doctor replied from the doorway.

"Stop it," the Professor whispered to him, nudging him out.

"Hm, I might use that," Shakespeare commented, "Good night, Doctor, Lady Katherine."

"Nighty-night, Shakespeare," the Doctor nodded as they turned and left.

~8~

Martha examined the room when the Doctor and Professor entered, it was small with a little desk and one bed.

"It's not exactly five-star, is it?" she remarked.

"Oh, it'll do," the Professor looked around, running her hand along the bedside table before looking at the Doctor, "We've seen worse," he laughed at that, they certainly had.

"I haven't even got a toothbrush."

"Ooh…" he reached into his pocket and pulled out a yellow brush, "Contains Venusian spearmint."

"So, who's going where? I mean, there's only one bed."

"We'll manage," the Doctor flopped onto the bed.

"Which means: him on the floor, us on the bed," the Professor told her with a grin.

The Doctor rolled his eyes but made no move to protest her arrangements, "Come on!" he reached out and yanked her down, startling her. She let out a little squeal as she fell on top of him, making him grunt and her laugh.

"So, magic and stuff," Martha began, smiling at them though, she had to admit, she was a tad jealous.

She'd thought, for a moment, that the fiancé thing had been a ruse, but the way they acted around each other…they had to be a couple or at least close to one. She'd really been hoping that maybe she and the Doctor…but no, it seemed that ship had sailed a long time ago. Though...she supposed it was a good thing that she realized now, before she started to fancy him too much, that would have been very awkward, having two women fighting over the same man and travelling in that little bigger-on-the-inside phone box. She couldn't imagine it.

"That's a surprise," she shook her head, clearing it of her thoughts, "It's a little bit 'Harry Potter.'"

"Wait till you read book seven," the Doctor looked at her as he absently ran his hand up and down the Professor's spine, "Oh, I cried."

"But is it real, though? I mean, witches, black magic, and all that, it's real?"

"'Course it isn't!"

"Well, how am I supposed to know? I've only  _just_  started believing in time travel. Give me a break."

"Looks like witchcraft, but it isn't," the Professor agreed, "Can't be."

"Are you gonna stand there all night?" the Doctor looked over at Martha.

"Budge up a bit, then," she walked over and sat on the end of the bed as the Doctor and the Professor shifted, "Sorry, there's not much room."

"There's such a thing as psychic energy but a human couldn't channel it like that," the Doctor said in thought, "Not without a generator the size of Taunton and I think we'd have spotted that," he looked over at Martha, "No. There's something we're missing, Martha," she lied down and looked over at them, "Something really close, staring me right in the face and I can't see it. Rose would know. A friend of mine, Rose. Right now, she'd say exactly the right thing…" he sighed and looked at the ceiling, "Still, can't be helped. You're a novice, never mind."

"Oh, I don't know," the Professor remarked, reaching out to put a hand on Martha's arm, "A fresh set of eyes might be just what we need," she looked at the Doctor, "Don't you think? A fresh perspective?"

"Could be…doubtful though," he looked at her softly, "Your eyes are better than anyone's."

"Shut up," she nudged his chest, blushing. He grinned at her as she shifted, letting him get up off the bed.

"Still," he looked at Martha, "I'll take you back home tomorrow."

"Great," Martha frowned, before rolling over and blowing out the candle as the Doctor laid down on the floor, settling for the night.

~8~

The Doctor laid on the floor, wide awake, as he looked at the Professor sharing the bed with Martha. He couldn't help but feel cheated,  _he_  was her Bonded,  _he_  should be on that bed instead. He sighed, he could understand the logic though, and that was always the Professor's strong suit. She stayed logical. This was probably the most emotional regeneration he'd seen of her. Granted he'd only seen two other versions of her, which he was truly angry with himself for, the first being her original self and the second just after her forced regeneration…it wasn't much to base his assumptions on.

The Professor he knew at first was a very quiet, shy, reserved girl who hardly spoke up or out even when people directly talked to her. Such was the result of life with her father where she was sometimes hit for even breathing too loudly. He took a breath, forcing his fists to unclench, even the  _thought_  of the man who had caused her so much pain made him angrier than anything. Through his friendship with her however, she'd grown more sure of herself, more fiery, more sarcastic as well. She'd really blossomed over the 400 years they had been together in school. But even then, she rarely ever got worked up to the point where she made mistakes, sure her temper would flair sometimes and they would have a verbal row but damned if she didn't beat him every time. He could say so much, just talk on and on and on, trying to convey a point or distract her, yet she could nail him down with just a few words. Her logic stayed with her through her emotions, always at the forefront.

He nearly laughed out loud. There had been one time when her and the Master had had a particularly nasty argument and he'd nearly punched the man in her defense, but she'd seen him getting livid and, with a sharp jibe about the Master's height of all things, stunned the man into silence and then dragged him off so he wouldn't strike a man she knew he considered to be a friend. He'd ranted and raved at her for pulling him away, but she had just sat there calmly and when he'd finished venting remarked that 'anger is always the shortest distance to a mistake.' He'd been in shock at her words. Instantly the anger was gone and he looked at her, realizing that, had he struck the Master, he probably would have been suspended or kicked out or something like that. They were already under the watchful eye of the teachers as the two of them had ways of sneaking out and going on adventures, bending the rules to nearly the point of breaking them, and causing all sorts of problems for the Academy. The teachers, of course, could never pin in on them though, they were very clever in the respect of never getting caught. So the teachers had looked for any excuse to write them up.

The last regeneration he'd seen had been nothing but logic, cold hard facts and tactics. All the emotion gone with only a steel resolve and training left. But even then, even when he saw her at her coldest, her heart had still been there. He had asked her why she didn't let herself get injured so she could regenerate, horrible though it may have sounded. Why would she torture herself by remaining cold and hard when he knew it killed her to be like that? She'd simply replied that she achieved more against the Daleks like that, and, every time she arrived, she was saving Time Lord lives, stopping the Daleks from destroying towns and children, when she would have hesitated before. Even then, her focus had been on preserving the lives of their people, protecting the children. Tommy Connolly had been right, she had done some very scary things in the past, but it was always to help people.

Her logic, it had seemed, had been buried under fear and pain this time around. But it was emerging now. Her process of thinking, her curiosity, even a bit of her sass, it was all coming back. He smiled to himself, he couldn't wait to see her fully recovered, back to his old Kata but still a bit different, as they always were.

His thoughts, though, were interrupted when someone screamed. He jumped up and ran out of the room, the Professor up after him, fully awake as Martha stumbled after them, just a bit asleep. They ran down the stairs and into Shakespeare's room where he woke with a start, "Wha…what was that?"

The Doctor knelt down by the innkeeper's body that lay prone on the floor as the Professor reached out and touched her neck, looking for a pulse and scanning. Martha ran to the window only to see a dark figure fly off through the sky.

"Her heart gave out," the Professor murmured, "She died of fright."

"Doctor?" Martha called.

"What did you see?" he got up and joined her at the window.

"A witch…"

~8~

The Doctor, Professor, and Martha were sitting at Shakespeare's desk as he lamented about the innkeeper, "Oh, sweet Dolly Bailey. She sat out three bouts of the plague in this place. We all ran like rats. But what could have scared her so? She had such enormous spirit."

"'Rage, rage against the dying of the light,'" the Doctor recited as the Professor shook her head at him.

"I might use that."

"You can't," she told him, shooting the Doctor a pointed look, "It's someone else's."

"But the thing is," Martha frowned, deep in thought, "Lynley drowned on dry land, Dolly died of fright, and they were both connected to you."

"You're accusing me?" Shakespeare gaped at her.

"No, but I saw a witch, big as you like, flying, cackling away, and you've written about witches."

"I have? When was that?"

"Not quite yet," the Doctor told her.

"Peter Streete spoke of witches."

"Who's Peter Streete?" Martha asked.

"The architect," the Professor responded.

Shakespeare looked at her a moment, shocked, before nodding, "He sketched the plans to the Globe."

"The architect," the Doctor mumbled, "Hold on. The architect! The architect!" he slammed his fist on the table, "The Globe! Come on!" he ran out of the room with the Professor, Martha and Shakespeare following after.

~8~

The Doctor and Professor stood in the pit of the theater while Martha and Shakespeare stood on stage, just looking around, "The columns there, right?" the Doctor pointed, "14 sides. I've always wondered but I never asked..." he looked at Shakespeare, "Tell me, Will, why 14 sides?"

"It was the shape Peter Streete thought best, that's all. Said it carried the sound well."

"Why does that ring a bell? 14…"

"There are 14 lines in a sonnet," Martha supplied.

"So there is. Good point."

"Words and shapes, following the same design," the Professor mumbled, she could feel her arms moving to wrap her sweater around herself and shook her head, forcing herself to cross her arms instead, she was determined to get over the discomfort she felt in regeneration, "14 lines, 14 sides, 14 facets…"

The Doctor looked over with a soft smile, watching as she consciously fought back against her reactions, and moved to put an arm around her for extra support, "Tetradecagon..." he murmured, following her line of thought himself, "Think, think, think! Words, letters, numbers, lines!"

"This is just a theater," Shakespeare shook his head.

"Oh, but a theater's magic, isn't it? You should know. Stand on this stage, say the right words with the right emphasis a the right time...oh, you can make men weep, or cry with joy, change them. You can change people's minds just with words in this place."

"And if you exaggerate that..." the Professor realized.

"It's like your police box," Martha called, "Small wooden box with all that POWER inside."

"Oh!" the Doctor looked at her, "Oh, Martha Jones, I like you!"

"Good connection Martha," the Professor smiled at her.

"Tell you what, though. Peter Streete would know. Can we talk to him?"

"You won't get an answer," Shakespeare sighed, "A month after finishing this place...lost his mind."

"Why?" Martha looked at him, "What happened?"

"Started raving about witches, hearing voices, babbling. His mind was addled."

"Where is he now?" the Doctor asked.

"Bedlam."

"What's Bedlam?" Martha asked.

"Originally Bethlem Hospital," the Professor frowned in thought, "It's a madhouse now though."

The Doctor reached out and took the Professor's hand, "We're gonna go there. Right now. Come on," he turned and led them out, Martha following, along with Shakespeare.

"Wait!" he called, "I'm coming with you. I want to witness this at first hand!" he ran off after them, passing two of the cast as he moved, and handing them the script, "Ralph, the last scene as promised. Copy it, hand it round. Learn it. Speak it. Back before curtain up. Remember, kid, project. Eyes and teeth. You never know, the Queen might turn up," he jumped off the stage, "As if. She never does."

~8~

Martha and Shakespeare followed the Doctor and Professor down the street towards the hospital, well, they followed the Professor. It seemed the woman knew the exact way to go through the streets, which she did, as she so often managed to look at the location they ended up in before stepping out of the TARDIS, allowing her to also check the maps and layout of the area.

"So, tell me of Freedonia, where women can be doctors, writers, actors," Shakespeare asked Martha.

"This country's ruled by a woman," she reminded him.

"Ah, she's royal. That's God's business. Though you are a royal beauty."

"Whoa nelly!" she stopped, "I know for a fact you've got a wife in the country."

"But Martha, this is the  _Town_."

"Come on," the Doctor called, "We can all have a good flirt later."

"Is that a promise, Doctor?" Shakespeare grinned.

The Professor laughed, "57 human academics just punched the air."

"Tell me about it," the Doctor muttered before calling back, "Now move!"

~8~

The Professor looked around sadly as loud screams and moans sounded while they were led down the hall towards Peter's cell.

"Does my lord, Doctor, wish some entertainment while he waits?" a jailer grinned at them, "I'd whip these madmen. They'll put on a good show for ya. Bandog and Bedlam!"

"No, I don't!" the Doctor glared.

"Wait here, my lords, while I make him decent for the ladies," the jailer nodded and walked off.

"So this is what you call a hospital, yeah?" Martha glared at Shakespeare, "Where the patients are whipped to entertain the gentry? And you put your  _friend_  in here?"

"Oh, and it's all so different in Freedonia."

"But you're clever! Do you honestly think this place is any good?"

"I've been mad. I've lost my mind. Fear of this place set me right again. It serves its purpose."

"Mad in what way?"

"You lost your son," the Professor recalled, looking at him sadly.

"My only boy," he nodded, "The Black Death took him. I wasn't even there."

"I didn't know," Martha breathed, "I'm sorry."

"It made me question everything. The futility of this fleeting existence. To be or not to be...oh, that's quite good."

"You should write that down," the Doctor gave a little smile.

"Hm, maybe not. A bit pretentious?"

"This way, m'lord!" the jailer called from down the hall. They walked over to where he was waiting, holding the door to Peter's cell open, "They can be dangerous, m'lord. Don't know their own strength."

"I think it helps if you don't whip them!" the Doctor snapped at him, "Now get out!" they waited till the jailer left before the Doctor slowly approached Peter, "Peter? Peter Streete?"

"He's the same as he was," Shakespeare remarked, "You'll get nothing out of him."

"Peter?" he placed a hand on Peter's shoulder and the man's head jerked up to look at him with wide, glassy eyes.

The Doctor sighed and motioned the Professor over. She hesitated for only a moment before stepping over and kneeling before Peter. She reached out and put her hands on his temples, closing her eyes and concentrating.

"What do you think?" the Doctor asked after a moment, as the Professor pulled her hands away from Peter.

"His mind has been tampered with," she nodded, "Almost certainly."

"Do you…" he trailed, nodding at Peter.

She frowned, biting her lip, "I…want to…but…I'm not sure I should, not yet. I don't want to damage him any more than he is."

He nodded, turning to Peter instead and placing a hand on either side of the man's head, closing his eyes as the Professor stood up.

"Peter, I'm the Doctor," he said soothingly, "Go into the past, one year ago. Let your mind go back, back to when everything was fine and shining. Everything that happened in this year since happened to somebody else. It was just a story. A winter's tale. Let go. Listen. That's it, just let go," he stood up, lying Peter down on the cot, "Tell us the story, Peter. Tell us about the witches."

"Witches spoke to Peter," Peter explained, "In the night, they whispered. Got Peter to build the Globe to their design. THEIR design! The 14 walls, always 14. When the work was done…" he laughed, "They sapped poor Peter's wits."

"Where did Peter see the witches? Where in the city?" he crouched down, "Peter, tell us. You've got to tell us where were they?"

"All Hallows Street."

"Too many words!" an old woman screeched.

The Doctor spun around to see what looked like a wizened woman, a witch, standing behind him. He jumped back, standing between the Professor and Martha.

"What the hell?" Martha breathed.

"Just one touch of the heart," the witch turned and laid a hand on Peter's chest.

"No!" the Doctor shouted as Peter screamed and died.

"Witch!" Shakespeare gasped, "I'm seeing a witch!"

"Who would be next, hmm?" the witch turned to them, "Just one touch. Oh, oh, I'll stop your frantic hearts. Poor, fragile mortals."

"Let us out!" Martha ran to the door, "Let us out!"

"That's not gonna work," the Doctor told her, "The whole building's shouting that."

"Who will die first, hmm?" the witch smirked.

"Well, if you're looking for volunteers," the Doctor stepped up.

"No!" the Professor pulled him back, now terrified, "Don't!"

"Doctor, can you stop her?" Shakespeare asked.

"No mortal has power over me," the witch sneered.

"Oh, but there's a power in words," the Doctor remarked, "If I can find the right one…if I can just know you..."

"None on Earth has knowledge of us."

"Then it's a good thing I'm here. Now think, think, think..."

"Doctor," the Professor cut in. He looked at her, seeing her shaking slightly but she just looked at him, "Humanoid female, uses shapes and words to channel energy...14?" he stared at her, "The 14 stars of the Rexel planetary configuration!"

"Yes!" he grinned, turning to the witch and pointing, "Creature, I name you Carrionite!"

The witch wailed and disappeared. The Doctor quickly turned and pulled the Professor to him, hugging her tightly, feeling her hearts racing against his chest…he'd scared her terribly just now.

"What did you do?" Martha gaped.

"I named her," he replied, "The power of a name. That's old magic."

"But there's no such thing as magic!"

"It's a different sort of science," the Professor explained, her voice a bit muffled as she had her face buried in the Doctor's chest a moment before turning it to look at Martha, "You use mathematics and, given the right string of numbers, the right equation, you can split the atom. Carrionites use words instead."

"Use them for what?" Shakespeare frowned.

The Doctor sighed, rubbing the Professor's back, "The end of the world."

~8~

"The Carrionites disappeared way back at the dawn of the Universe," the Doctor explained as they sat in Shakespeare's room, the Doctor with his arm around the Professor, her shaking gone, but he knew that she was still scared and he would be damned if he let this set her back in her progress, "Nobody was sure if they were real or legend."

"Well, I'm going for real," Shakespeare muttered.

"But what do they want?" Martha asked.

"A new empire on Earth. A world of bones and blood and witchcraft."

"But how?"

"I'm looking at the man with the words."

"Me?" Shakespeare frowned, "But I've done nothing."

"Hold on, though," Martha looked at him, "What were you doing last night, when that Carrionite was in the room?"

"Finishing the play."

"What happens on the last page?" the Doctor asked after a moment, squeezing the Professor a bit, she wasn't asking questions…that wasn't a good sign...

"The boys get the girls. They have a bit of a dance. It's all as funny and thought provoking as usual…except those last few lines. Funny thing is...I don't actually remember writing them."

"They used you," the Professor rationalized quietly, "They gave you the final words."

The Doctor turned and dropped a kiss into her hair, breathing a sigh of relief. She just squeezed his hand in reassurance. They'd faced far worse things in the past than a few witches, and she was NOT going to let  _this_ set her back.

"Like a spell, like a code," the Doctor agreed, "'Love's Labor's Won,' it's a weapon! The right combination of words, spoken at the right place with the shape of the Globe as an energy converter! The play's the thing! And yes, you can have that."

~8~

"All Hallows Street," the Doctor looked at a map, "There it is. Martha, the Professor, and I, we'll track them down. Will, you get to the Globe. Whatever you do, stop that play!"

"I'll do it," he nodded, shaking the Doctor's hand, "All these years I've been the cleverest man around. Next to you, I know nothing."

"Oh, don't complain," Martha smiled.

"I'm not. It's marvelous. Good luck, Doctor."

"Good luck, Shakespeare!" he called as he headed for the door, "Once more unto the breach!"

"I like that. Wait a minute...that's one of mine."

The Doctor poked his head back in, "Oh, just shift!"

~8~

The Doctor, Professor, and Martha ran into the street, stopping short and looking around for the house, "All Hallows Street, but which house?" the Doctor wondered.

"The thing is, though...am I missing something here?" Martha asked, "The world didn't end in 1599. It just didn't. Look at me…I'm living proof."

"Oh, how to explain the mechanics of the infinite temporal flux? I know! 'Back to the Future!' It's like 'Back to the Future!'"

"The film?"

"No, the novelization. Yes, the film. Marty McFly goes back and changes history."

"And he starts fading away," her eyes widened, "Oh my God, am I gonna fade?"

"You and the entire future of the human race. It ends right now in 1599 if we don't stop it. But which house?" the door to one of the houses opened by itself, "Ah, make that WITCH house," he sighed, taking the Professor's hand and they walked inside to see the maid from the inn standing there, waiting, "I take it we're expected."

"Oh, I think death has been waiting for you a very long time," the woman smirked.

"Right then, it's my turn," Martha stepped forward, "I know how to do this," she pointed, "I name thee Carrionite!" but nothing happened, "What did I do wrong? Was it the finger?"

"The power of a name works only once," the woman pointed at Martha, "Observe. I gaze upon this bag of bones and now I name thee Martha Jones," Martha collapsed and the Doctor caught her, lowering her to the ground as the Professor laid a gentle hand on the woman's cheek, scanning her.

"What have you done?" the Doctor glared at the witch.

"She's sleeping," the Professor breathed.

"Alas, she is," the woman sighed, "Curious, the name has less impact. She's somehow out of her time. And as for you, Sir Doctor!" she pointed at him but nothing happened, "Fascinating. There is no name," she glanced at the Professor, "Nor you as well. Why would anyone hide their title in such despair? Oh, but look," she smirked, turning back to the Doctor, "There's still one word with the power that aches."

"The naming won't work on me," he warned her.

"But your heart grows cold. The north wind blows and carries down the distant...Rose."

"Oh, big mistake," the Doctor glared, standing up, "'Cos that name keeps me fighting!"

The Professor looked down at that, she understood why the witch had used that name. It wasn't like her own name was known to the woman, Rose  _would_  be the only other name that could be used against him. She shook her head, taking a breath, and worked on waking Martha up while he handled the witch.

"The Carrionites vanished!" he shouted, "Where did you go?"

"The Eternals found the right word to banish us into deep darkness."

"And how did you escape?"

"New words. New and glittering from a mind like no other."

"Shakespeare."

"His son perished. The grief of a genius. Grief without measure. Madness enough to allow us entrance."

"How many of you?"

"Just the three. But the play tonight shall restore the rest. Then the human race will be purged as pestilence. And from this world we will lead the Universe back to the old ways of blood and magic."

"Hmm...busy schedule...but first you gotta get past me."

"Oh, that should be a pleasure considering my enemy has such a handsome shape," the woman smirked, running her fingers along his face.

He snatched her wrist, stepping back, "Now, that's one form of magic that's definitely not gonna work on me…" he paused, "At least not from you."

The woman smirked, glancing at the Professor before back at the Doctor, "Oh, we'll see," she reached up her other hand and yanked out a piece of his hair, backing away.

"What did you do?" he demanded, fingering his head.

"Souvenir."

"Well, give it back!" the woman just threw her arms up and the window behind her opened, allowing her to fly out backwards and hover outside, "Well…that's just cheating."

"Behold, Doctor. Men to Carrionites are nothing but puppets."

He eyed the doll she pulled out as she wrapped his hair around it, the Professor getting up and heading to his side as Martha woke, "That's just a DNA replication module," she remarked.

The woman glared at her, "What use is your science now?"

She stabbed the doll and the Doctor gripped his left heart, falling to the floor in pain. The woman cackled and flew off as the Professor knelt by his side.

"Oh my God!" Martha gasped, scrambling over to help her support him, "Doctor! Don't worry, we've got you."

The Doctor looked over at the Professor as he grimaced in pain, on his knees, "You've only got one heart working," she told him.

He looked at Martha, "How do you people cope?"

"I've got to get the other one started. Ready?" he nodded and so she hit him on the chest over his heart and then on the back quickly.

He took a deep breath as the heart kicked back in, "Ah, lovely," he leaned a bit more on her as she helped him stand, "There we go! Ba-da-boom! Well, what are you standing there for? Come one! The Globe!"

And with that, they ran out of the room, out of the house, and back down the street towards the Globe.

"Wrong way!" the Professor shouted as he made a right at a corner.

"No, it's not!" he called back, before turning around and dashing past them again, "Wrong way!"

"219!"

The Doctor just shook his head and they ran on, only to hear people screaming as they neared the theater. There was a red glow around the top of it.

"I told thee so!" the preacher pointed at it, "I told thee!"

"Stage door!" the Doctor pointed and they dashed for it, thunder clouds and lightening forming and mixing with the red as they burst out backstage to see Shakespeare rubbing his head, "Stop the play! I think that was it. Yeah, I said, 'Stop the play!'"

"I hit my head," he mumbled.

"Yeah, don't rub it, you'll go bald," the audience screamed and he looked at the Professor holding out his hand, "I think that's our cue!"

She took a breath and took his hand, the two of them running out onto the main stage with Martha pulling Shakespeare along after them.

"Now begins the millennium of blood!" the Carrionites shouted with glee.

"The Doctor!" the maid glared, "He lives! Then watch this world become a blasted heath! They come! They come!"

The Doctor gave a brief pause as the Carrionites were freed from a crystal ball in the maid's hand and flew around the Globe before grabbing Shakespeare, "Come on, Will! History needs you!"

"But what can I do?" he asked.

"Reverse it!"

"How am I supposed to do that?"

"The shape of the Globe gives words power, but you're the wordsmith, the one true genius. The only man clever enough to do it!"

"But what words? I have none ready!"

"You're William Shakespeare!"

"But these Carrionite phrases, the need such precision!"

"Trust yourself. When you're locked away in your room, the words just come, don't they? Like magic. Words of the right sound, the right shape, the right rhythm, words that last forever! That's what you do, Will! You choose perfect words. Do it. Improvise!"

Shakespeare nodded and stepped forward, "Close up this den of hateful, dire decay! Decomposition of your witches' plot! You thieve my brains, consider me your toy. My doting Doctor tells me I am not!"

"No!" the maid screeched, "Words of power!"

"Foul Carrionite specters, cease your show! Between the points..." he looked at the Doctor.

"7-6-1-3-9-0," the Professor told him.

"7-6-1-3-9-0! And banished like a tinker's cuss, I say to thee..." he looked back again, at a loss of words.

"Expelliarmus!" Martha supplied.

"Expelliarmus!" the Doctor agreed.

"Expelliarmus!" Shakespeare shouted.

"Good old J.K.!" the Doctor beamed as the Carrionites screamed.

"The deep darkness!" the maid wailed as they were sucked up in the cloud, along with all the papers of the play, "They are consumed! Ah!"

"'Love's Labor's Won,'" the Doctor sighed, "There it goes."

The swirling red cloud dissipated and the audience sighed in relief before they started clapping. The Doctor tugged the Professor back, ducking out as the actors took their bows.

"They think it was all special effects," Martha laughed.

"Your effect is special indeed," Shakespeare grinned at her.

"It's not your best line," she laughed, taking a bow with him.

The Doctor moved over to the box the Carrionites had been standing in and spotted the crystal with the three witches trapped inside. He picked it up, tossing it to his other hand before turning around and looking at the Professor, his grin fading as he saw the look on her face.

"Don't…do that again," she said quietly to him, "Don't…jump in the line of fire, like back with Peter," she held up a hand as he went to argue, "I know that's very  _you_  to do that. But…just...for now, please, just…just until I can handle it…" she swallowed hard, "I was terrified Theta. I…I can't lose you, not now that I've just got you back."

He walked over to her and pulled her to him, seeing the tears in her eyes. He should have thought it out more. She was getting better, yes, but her recovery seemed to be based on his presence, his help. If he just threw himself out into danger like that…

"I promise," he whispered to her, "I'll be much more careful."

"It won't be forever," she added, pulling back, "I know how much you like to just jump headfirst into things. And I  _know_  you'll be alright, I just…need time to make myself  _remember_  that automatically first."

He nodded, "Take all the time you need."

"Thank you," she breathed.

He smiled and simply pulled her into a kiss.

~8~

The next morning Martha and Shakespeare were sitting at the edge of the stage with the Professor as the Doctor rooted around backstage.

"And I say, a heart for a hart and a dear for a deer," Shakespeare finished his joke. The Professor laughed, understanding the context and language, the play on words, but Martha frowned.

"I don't get it," she admitted.

"Then give me a joke from Freedonia."

"OK, Shakespeare walks into a pub and the landlord says, 'Oi, mate, you're bard.'"

The Professor and Shakespeare laughed at that this time, "It's brilliant!" Shakespeare grinned, "Doesn't make sense, mind you, but never mind that," he wrapped his hand around her waist as the Professor looked away to give them some semblance privacy, "Come here."

"I've only just met you," Martha remarked.

"The Doctor might never kiss you. Why not entertain a man who will?"

"I don't know how to tell you this, oh great genius, but your breath doesn't half stink."

"Oh no…" the Professor shook her head with a smile. They looked over to see the Doctor emerge from backstage wearing a ruff collar and carrying an animal skull.

"Good props store back there!" he grinned, "I'm not sure about this though," he looked at the skull before shifting it to show the Professor, "What do you think? Sycorax?"

"Could be," she laughed.

"Sycorax," Shakespeare tested it, "Nice word. I'll have that off you as well."

"I should be on 10 percent," he remarked, "How's your head?"

"Still aching."

"Here, I got you this," he put the collar on Shakespeare's neck, "Neck brace. Wear that for a few days till it's better, although you might wanna keep it. It suits you."

"What about the play?" Martha asked.

"Gone. I looked all over, every single copy of 'Love's Labor's Won' went up in the sky."

"My lost masterpiece," Shakespeare sighed.

"You could write it up again," Martha looked at him.

"Yeah, better not, Will," the Doctor frowned, "There's still power in those words. Maybe it should best stay forgotten."

"Oh, but I've got new ideas," he nodded, "Perhaps it's time I wrote about fathers and sons. In memory of my boy, my precious Hamnet."

"Hamnet?" Martha eyed him.

"That's him."

"Ham-NET?"

"What's wrong with that?"

"Anyway," the Doctor cut in, "Time we were off. I've got a nice attic in the TARDIS where this lot," he held up the crystal globe, "Can scream for all eternity and I've gotta take Martha back to Freedonia."

"You mean travel on through time and space?" Shakespeare grinned.

"You...what?"

"You're from another world like the Carrionites, you and Lady Katherine, and Martha is from the future. It's not hard to work out."

"That's...incredible. You are incredible."

"We're alike in many ways, Doctor. Martha, let me say goodbye to you in a new verse. A sonnet for my Dark Lady…"

' _And there he goes,_ ' the Professor remarked with a grin.

' _You owe me 10 quid,_ ' he joked.

"Shall I compare thee to a summer's day?" Shakespeare recited, "Thou art more lovely and more temperate…"

"Will!" one of the actors shouted, running on stage, "Will! You'll never believe it! She's here! She's turned up!"

"We're the talk of the town," a second man added, "She heard about last night! She wants us to perform it again."

"Who?" Martha asked.

"Her Majesty! She's here!"

"Queen Elizabeth I!" the Doctor beamed as the queen strode in with fanfare.

"Doctor!" she glared at him.

"What?" he frowned.

"My sworn enemy!"

"What?"

"Off with his head!"

"What?"

"Never mind 'what,' just run!" the Professor grabbed his hand and pulled him off.

"See you, Will!" Martha called back as she ran after them, "And thanks!"

"Stop that pernicious Doctor!" the queen shouted and her guards ran after them, following them through the streets as they raced back to the TARDIS.

"Stop in the name of the Queen!" one shouted.

"What have you done to upset her?" Martha looked at the Doctor.

"How should I know?" he replied, "Haven't even met her yet. That's time travel for you! Still, can't wait to find out…" he unlocked the door to the TARDIS and ushered Martha in before grinning at the Professor, "That's something to look forward to. Oh!"

He grabbed her and they ducked inside as archers fired at them, embedding an arrow in the door as the TARDIS disappeared.

~8~

The Professor sat by the grille as the Doctor dug around for something underneath. She'd asked the TARDIS to set up a room for Martha, allowing the poor girl to get some sleep as they hadn't got much the night before.

"Ah ha!" the Doctor cheered, "Found it!" he popped up, dropping an old, worn chest down before her.

"You've still got this old thing?" she asked, eyeing it.

"Of course," he nodded, looking at her with a gentle smile, "I've still got everything you've ever given me."

She looked at him, surprised, "How?"

"When I left, when I decided to end the war," he took her hand, "I took it all with me, 'cos I didn't know you'd escaped it and…I thought you were..." he swallowed hard, recalling his reason for ending the war, "I didn't think I could go on without having you with me in some way," he reached into his pocket and pulled out a small, silver bracelet that glistened like a star. It was of a braided design with a small white jewel in the center of it, a jewel that could only be found on Gallifrey, a White Point Star, "I kept this," he held it up, "Do you remember it?"

"My bracelet," she breathed, "You gave that to me for my 100th birthday."

"Your first triple digit," he nodded, "You gave it to me during the war, as a promise that you'd find me again 'cos you'd want it back," he looked up at her, it had meant so much to him that, despite her training and regeneration, she still wore that bracelet even then, "Do you?"

She just smiled at him and leaned forward, kissing him deeply, holding out her right wrist to him as she pulled back. He beamed and fastened the bracelet onto her wrist, taking her hand in his own and just holding it.

He'd never tell her, he'd never told any of his Companions, but he always kept her bracelet in his pocket, he'd grip it whenever he put his hand in there, as a reminder to keep going, because, if there was anyone in the Universe who could work past the bad to get to the good, it was his Kata. His grin widened, he still couldn't believe she was really there with him, his Bonded, now and forever.

The only thing his mind could think or his hearts could feel at that moment was: finally.

* * *

**Notes for the Chapter:**

> Sorry, sorry, HAD to throw that little line in there about two women fighting over him lol. There's actually a very sweet bonding moment between the Professor and Martha at the end of the next chapter for you all. As for the Doctor's reason for ending the war...you'll find out eventually, not saying when though :) And yay! We're starting to see the Professor fighting back to overcome this regeneration's fear!


	4. Gridlock

Martha sat demurely on the captain's chair while the Doctor and the Professor got to work at the console, the Doctor practically bouncing, he was in so good a mood.

"Just one trip," he remarked, "'S'what I said. One trip, in the TARDIS, and then home. Although…" he looked at the Professor with a smile. They had talked late into the night and he'd discovered she was rather fond of Martha despite the tense start of their travels, and, at this point, how could he do anything to make her unhappy? She wanted Martha to stay longer, Martha would stay longer, end of discussion, "I suppose we could…stretch the definition."

"One trip to the past, one trip to the future," the Professor smiled and looked over at Martha, "How do you fancy that?"

"No complaints from me!" Martha laughed, grinning widely.

"How about a different planet?" the Doctor asked.

"Can we go to yours?" Martha got up excitedly and walked over to them.

The Doctor's smile started to fade and he looked away from her, "Ah, there's plenty of other places!"

"Come on, though! I mean, planet of the Time Lords, that's got to be worth a look! What's it like?"

"It's beautiful," the Professor said quietly, looking at the console absently, just thinking about their lost home.

"Is it like, you know, outer space cities, all spires and stuff?"

"Suppose it is," the Doctor nodded, unconsciously making his way closer to the Professor as he worked the controls.

"Great big temples and cathedrals!"

"Yeah…" the Professor breathed.

"Lots of planets in the sky?"

The Doctor reached out and took the Professor's hand as he too became lost in thoughts of their home, "The sky's a burnt orange," he murmured, "With the Citadel enclosed in a mighty glass dome, shining under the twin suns. Beyond that, the mountains go on forever, slopes of deep red grass, capped with snow…"

"Can we go there?"

"Naah!" he shook his head, faking excitement, "Where's the fun for us? We don't want to go home! Instead…" he started to dance around the console, setting controls which the Professor tweaked as he went, "This is much better. Year five billion and fifty-three, planet New Earth! Second hope of mankind! Fifty thousand light years from your old world, and we're slap bang in the middle of New New York. Although, technically, it's the fifteenth New York from the original, so it's New-New-New-New-New-New-New-New-New-New-New-New-New-New New York. One of the most dazzling cities ever built."

He headed for the door, throwing on his coat as he pulled the Professor with him. He threw the doors open and led them out…into the pouring rain.

"Oh, that's nice!" Martha zipped up her jacket, "Time Lord version of dazzling."

"I told you to run an environment check," the Professor remarked. True to her words, the Doctor was still as jump-head-first-into-everything as always.

"Nah, bit of rain never hurt anyone," he grinned at them, "Come on, let's get under cover!"

He dashed over to an awning sticking out of the side of a building in an alleyway nearby, the three of them ducking under as they looked around at the slummy portion of the city they'd found themselves in. On either side of them were what looked like trailers with old laundry lines swinging across them.

"Well, it looks like the same old Earth to me," Martha remarked, "On a Wednesday afternoon."

"Hold on, hold on," he looked around, "Let's have a look," he turned and spotted a dead screen on the wall, pulling out the sonic and flashing it. Static appeared and he banged the top of it as a blonde woman flickered onto view, giving a report.

"…and the driving should be clear and easy, with fifteen extra lanes open for the New New Jersey expressway," the image shifted to a pristine New New York, the amazing spired city at the coast of the river, cars zooming over to it.

"Oh, that's more like it!" he beamed, "That's the New I had last time. This must be the lower levels. Down in the base of the tower, some sort of under-city."

"You've brought us to the slums?" Martha looked around a bit.

"Much more interesting! It's all cocktails and glitter up there. This is the real city."

The Professor just shook her head, "He'd enjoy anything."

"That's me," he grinned, looking up, "Oh, the rain's stopping! Better and better!"

"When you say 'last time,' was that you and Rose?" Martha asked.

"Um…yeah. Yeah, it was, yeah."

"You're taking me to the same planets that you took her?" Martha looked between them.

"Not me," the Professor shook her head, "Him. I didn't meet him or Rose till after that trip apparently," she sighed, "He's taking me to the same place too."

"What's wrong with that?" he frowned, confused.

"Nothing," Martha remarked, "Just…ever heard the word 'rebound?'"

The Doctor looked at the Professor, confused, as Martha pushed past him but the Professor could only shake her head at him and follow the woman. They made it only a few paces when a man suddenly flipped open the top of the trailer to reveal a vendor's cart, the other trailers around them doing the same.

"Oh!" the first vendor called, "You should have said. How long you been there? Happy! You want Happy!"

"Customers!" a second shouted, "Customers! We've got customers!"

"We're in business!" the third grinned, "Mother, open up the Mellow, and the Read!"

"Happy, Happy, lovely happy Happy!"

"Anger! Buy some Anger!"

"Get some Mellow, makes you feel all bendy and soft all day long!"

"Younger, them. They'll rip you off. Do you want some Happy?"

"No, thanks," the Doctor frowned.

"Are they selling drugs?" Martha grimaced.

"I think they're selling moods," the Professor frowned as well.

"Same thing, isn't it?"

Other bedraggled looking people started to filter into the alley behind them, the vendors starting to call out their wares, trying to get customers, when a pale, blond woman in black walked towards a stall.

"Over here, sweetheart! That's it, come on, I'll get you first!"

"Oy! Oy, you! Over here! Over here! Buy some Happy!"

"Come over here, yeah. And what can I get you, my love?"

"I want to buy Forget," the woman told the third vendor.

"I've got Forget, my darling. What strength? How much you want forgetting?"

"It's my mother and father. They went on the Motorway."

"Oh, that's so sweet," she reached behind her, pulled out a small circular token, and held it up to the girl, "Try this. Forget 43. That's two pence."

The woman paid her, taking the token and starting to get it off.

"Sorry, but…hold on a minute," the Doctor stepped over to her, "What happened to your parents?"

"They drove off."

"They might drive back."

"Everyone goes to the Motorway in the end. I've lost them."

"But they can't have gone far. You could find them," the woman stared at him a moment longer before putting the token on her neck, "No, no…no, don't!"

The woman blinked a few times before smiling at them, dazed, "I'm sorry, what were you saying?"

"Your parents," the Professor tried to remind her, stepping up to the Doctor's side, "Your mother and father. They're on the Motorway."

"Are they? That's nice. I'm sorry. I won't keep you," they turned and watched her go, the Doctor pensive, the Professor frowning, and Martha looking upset.

"So that's the human race five billion years in the future," Martha scoffed, "Off their heads on chemicals."

The Doctor turned to retort when two figures sprang out from behind her, carrying guns, and dressed in dark clothing. One of them, a man, grabbed Martha from behind, throwing his arm around her neck, and dragging her back while the other, a woman, pointed her gun at them. The Doctor reached out and grabbed the Professor's arm, pulling her back, keeping her from attacking/disabling their attackers. Every time her training kicked in it just set her back in her progress.

Martha screamed and struggled but the two were quick, pulling her away, "I'm sorry, I'm really, really sorry," the woman told them, "We just need three, that's all."

"No, let her go!" the Doctor shouted as he kept a firm grip on the Professor, "I'm warning you, let her go! Whatever you want, I can help. Both of us, we can help. But first you've got to let her go!"

"I'm sorry," the woman cried, "I'm really sorry. Sorry," she backed up until they'd disappeared through a door, slamming it closed behind them.

The Professor broke out of the Doctor's hold and ran to the door, struggling to get it open but it was locked, "Doctor!" she called.

He ran over as well, flashing the sonic and yanking it open. They ran down a dark corridor after the kidnappers, watching as they burst through a door at the other end.

As they ran closer they could hear Martha shouting, "The Doctor is so gonna kill you, so is the Professor! Actually never mind them, I'm gonna kill you myself! Let go of me!" there was a pause and then Martha started screaming, "Don't you dare! Don't put that stuff in me, don't! Get off me! I'm telling you, don't!"

They bust out through the doors only to see a car rising into the air and speeding off down a small alleyway and out of sight.

"Martha…" the Professor breathed, shaking her head, "We can't lose her too…"

The Doctor took her hand and pulled her back through the alleyway towards the vendors, pounding on one of the doors till the third vendor opened up, "Thought you'd come back! Do you want some happy Happy?"

"Those people…who were they?" he demanded, "Where did they take her?"

"They've taken her to the Motorway," the first vendor called, emerging.

"Looked like carjackers to me," their vendor nodded.

"I'd give up now," the second added, "You won't see her again."

"Used to be thriving in this place," the first sighed, "You couldn't move. But they all go to the Motorway in the end."

The Doctor whirled on them when the Professor spoke, "He kept on saying three, we need three. What did he mean, three?"

"It's the car-sharing policy, to save fuel," their vendor replied, "You get special access if you're carrying three adults."

"This Motorway…how do we get there?" the Doctor looked at her.

"Straight down the alley, keep going to the end. You can't miss it," he nodded and they turned to stride off, "Tell you what…how 'bout some happy Happy? Then you'll be smiling, my love!"

The Doctor whirled back, "Word of advice, all of you. Cash up. Close down. And pack your bags."

"Why's that, then?"

"Because as soon as we've found her, alive and well…and we will find her, alive and well…then we're coming back. And this street is closing. Tonight!"

The vendors glanced at each other, apprehensive before the Professor just turned and pulled the Doctor away.

~8~

The Doctor flashed the sonic across the door reading 'Motorway Access,' forcing it open with a large clang. He and the Professor stepped through onto a platform covered in smog, thousands of cars before them, locked in a traffic jam.

The Doctor gagged, "What is that?"

The Professor inhaled to scan it but began coughing, her eyes watering as she tried to breathe, but was unable to, "It…" she struggled to speak, "Exhaust…too much…can't…"

Just then a door to one of the floating cars opened and a man stood before them, his face covered in protective gear, a scarf wrapped around his face, "Hey! You daft little street struts! What are you doing, standing there? Either get out or get in! Come on!" the Doctor put his hand on the Professor's back, helping the girl struggling to breathe into the car as the man slammed the door shut behind them, "Did you ever see the like?"

"Here you go," a dark haired woman in the back of the car handed the Doctor an oxygen mask which he took and quickly held to the Professor's face, nodding gratefully at the woman.

"Just standing there, breathing it in!" the man pulled off his goggles and cap to reveal a cat-like face, "There's this story says back in the old days, on Junction 47, this woman stood in the exhaust fumes for a solid twenty minutes. By the time they found her, her head had swollen to fifty feet!"

"Oh, you're making it up," the woman remarked.

He made his way to the front of the car, hopping in the driver's seat as the Doctor rubbed the Professor's back, the girl's eyes watering as she took the much needed deep breaths.

"A fifty-foot head! Just think of it. Imagine picking that nose."

"Stop it. That's disgusting."

"What? Did you never pick your nose?"

"Bran, we're moving!" the woman cried, running to sit beside him.

"Right. I'm there. I'm on it," he pulled a lever on the console and the engines kicked on, moving them forward only a short distance, "Twenty yards! We're having a good day," the woman smiled at him before they both turned to look at the Doctor and Professor, "And who might you be? Very well dressed for hitchhikers."

"Thank you," the Professor rasped, motioning to the oxygen mask as she pulled it off, "I'm the Professor."

She looked at the Doctor as he made no move to introduce himself, instead looking at her in concern till she nudged him, "Right, sorry, I'm the Doctor."

"Medical man!" Bran laughed, "Ha ha! My name's Thomas Kincade Brannigan, and this is the bane of my life, the lovely Valarie."

"Nice to meet you," Valarie smiled.

"And that's the rest of the family behind you."

The Doctor turned and pulled back a curtain, revealing a basket of adorable kittens of varying colors.

"Aww…" the Professor smiled at them, always having a soft spot for kittens, she reached out and gently scooped up a tiny black one, "They're beautiful, hello," she cooed at the kitten before looking up at Valarie with a reassuring grin, "How old are they?"

"Just two months," Valarie smiled.

"Poor little souls," Bran sighed, "They've never known the ground beneath their paws," he looked back at the Doctor's puzzled expression, "Children of the Motorway."

"What, they were born in here?" he frowned.

"We couldn't stop," Valarie nodded, "We heard there were jobs going, out in the laundries on Fire Island. Thought we'd take a chance."

"What? You've been driving for two months?"

"Do I look like a teenager?" Bran laughed, "We've been driving for twelve years now."

"I'm sorry?" the Doctor blinked as the Professor looked equally as stunned.

"Yeah! Started out as newlyweds! Feels like yesterday."

"Feels like twelve years to me," Valarie remarked.

"Ah, sweetheart, but you're still lovely," he tickled her and she giggled.

"Twelve years?" the Doctor gaped, "How far did you come? Where did you start?"

"Battery Park. It's five miles back."

"You travelled five miles in twelve years?" the Professor frowned.

"I think they're a bit slow," Bran remarked to his wife.

The Professor looked at the Doctor, the two of them sharing a concerned look before she turned and put the kitten back.

"Where are you from?" Valarie asked them.

"Never mind that, we've got to get out," the Doctor shook his head, "Our friend's in one of these cars. She was taken hostage. We should get back to the TARDIS," he turned to open the door next to him but the smoke poured into the vehicle.

"You're too late for that," Bran called, "We've passed the lay-by," the Doctor coughed and shut the door, "You're a passenger now, Sonny Jim!"

"When's the next lay-by?" the Professor turned to him, urgent.

"Oh…six months?"

The Doctor and Professor were not very amused at that answer.

~8~

The Doctor knelt before the screen in the side of the car, flashing the sonic across it until the insignia of the New New York Police Department came up, "I need to talk to the police," he called into the transmitter.

"Thank you for your call. You have been placed on hold."

"But you're the police!"

"Thank you for your call. You have been placed on hold."

He put the receiver down and scrambled to the front of the car as the Professor moved to examine the screen to try and hack contact with the police.

"Is there anyone else?" the Doctor asked, "I once met the Duke of Manhattan, is there any way of getting through to him?"

"Oh, now, ain't you lordly?" Bran remarked.

"We've got to find our friend."

"You can't make outside calls," Valarie told him, "The Motorway's completely enclosed."

"What about the other cars?" the Professor looked over from her work.

"Oh, we've got contact with them, yeah," Bran nodded, "Well, some of them, anyway. They've got to be on your friends list."

"Do you think any of them might have seen something?" she asked hopefully.

"Maybe…let's see…who's nearby? Ah! The Cassini sisters!" he picked up his own transmitter, "Still your hearts, my handsome girls. It's Brannigan here."

"Get off the line, Brannigan," an old woman called back, "You're a pest and a menace."

"Oh, come on, now, sisters. Is that any way to talk to an old friend?"

"You know full well we're not sisters. We're married."

"Ooh, stop that modern talk! I'm an old fashioned cat. Now, I've got hitchhikers here, call themselves the Doctor and Professor."

He handed the Doctor the transmitter, "Hello. Sorry. We're looking for someone called Martha Jones. She's been car-jacked. She's inside one of these vehicles, but we don't know which one."

"Wait a minute," another old woman called, "Could I ask, what entrance did they use?"

"Where were we?" the Doctor looked at them.

"Pharmacy Town," the Professor answered, having glimpsed a sign as they ran.

"Pharmacy Town, about twenty minutes ago," he turned back to the receiver.

"Let's have a look…" the second woman muttered, "In the last half hour, 53 new cars joined from the Pharmacy Town junction."

"Anything more specific?"

"All in good time. Was she car-jacked by two people?"

"Yes, she was, yeah."

"There we are. Just one of those cars was destined for the fast lane. That means they had at least three on board. And car number is four six five diamond six."

"That's it! So how do we find them?"

"Ah. Now, there I'm afraid I can't help."

"Call them on this thing," the Doctor turned to Bran, "We've got their number. Diamond six."

"Not if they're designated fast lane," Bran shook his head, "It's a different class."

"You could try the police," the second woman suggested.

"They put us on hold," he remarked.

"You'll have to keep trying," the first woman called, "There's no one else."

"Thank you," he sighed, handing Bran back the transmitter. He glanced at the Professor's progress before turning back to Bran, "We've got to go to the fast lane. Take us down."

"Not a million years," he shook his head.

"You've got  _four_  passengers!"

"I'm still not going."

"She's alone," the Professor called, drawing their attention, "And she's lost."

"She doesn't belong on this planet," the Doctor nodded, "And it's all my fault. I'm asking you, Brannigan…take us down."

"That's a no," Valarie cut in, "And that's final. I'm not risking the children down there."

"Why not? What's the risk? What happens down there?"

"We're not discussing it! The conversation is closed!"

"So we keep on driving?"

"Yes, we do," Bran nodded.

"For how long?"

"'Till the journey's end."

The Professor frowned, reading the codes for the police station system before getting up and going to the front of the car, snatching the transmitter back, "Mrs. Cassini, this is the Professor. Tell me, how long have you been driving on the Motorway?"

"Oh, we were amongst the first," the first woman replied, "It's been 23 years now."

"And in all that time, have you ever seen a police car?"

"…I'm not sure," the second admitted.

"Look at your notes. Any police?"

"Not as such."

"Or an ambulance? Rescue service? Anything official?  _Ever_?"

"I can't keep a note of everything."

"It's because there's no one out there," she told them, "The police station, it's all on automatic. It's receiving but  _no one_  is sending anything, not ever."

Bran reached out and snatched the transmitter back, "Stop it. The Cassinis were doing you a favor."

"Someone's got to ask," the Doctor defended her, "'Cos you might not talk about it, but it's there. In your eyes. What if the traffic jam never stops?"

"There's a whole city above us. The mighty city-state of New New York."

"The Professor just told you, it's all on automatic. So what now? Hmm? There's no help coming, not ever. There's nothing. Just the Motorway, with the cars going round and round and round, never stopping."

"Shut up!" Valarie snapped, "Just shut up!"

The screen flickered on and the blond woman they'd seen on the monitor in Pharmacy Town appeared again, "This is Sally Calypso, and it's that time again. The sun is blazing high in the sky over the New Atlantic, the perfect setting for the daily contemplation."

"You think you know us so well, Doctor," Bran remarked, "But your friend is wrong. We're not abandoned. Not while we have each other."

Valarie smiled.

"This is for all of you out there on the roads," Sally continued, "We're so sorry. Drive safe."

And then a hymn began to play, Bran and Valarie singing along, "On a hill, far away, stood an old, rugged cross, the emblem of suffering and shame. And I love that old cross, where the dearest and best, for a world of lost sinners was slain. So I'll cherish the old, rugged cross, rugged cross, till my trophies at last I lay down, I lay down. I will cling to the old, rugged cross, rugged cross, and exchange it someday for a crown."

The Doctor shook his head at them, "If you won't take me, I'll go down on my own."

"Not without me," the Professor moved to join him, crouching beside the hatch on the floor.

He looked up at her sharply, "No, you've got to stay here."

"Doctor…"

"I mean it. You inhaled too much of those fumes trying to assess it. You could damage your lun…"

"Martha is my friend too. I'm going."

He looked at her, staring into her eyes, only to see a fierce determination and protectiveness. He sighed, "Of course."

She nodded, looking around as he soniced the floor, "We'll need these," she pulled two scarves from a small alcove and wrapped it around his mouth and nose before doing the same to herself.

"What do you think you're doing?" Bran gasped, seeing what they were preparing to do.

"Finding my own way," he replied, "I usually do."

"Capsule open," an automatic recording announced.

Valarie and Bran looked on in horror as the hatch opened to show hundreds of cars below them, one stopping just under them.

The Professor let out a breath, that was a blessing for her not to be able to see how far up they were. She was never as scared of heights when the Doctor was with her, but that didn't mean she wasn't nervous about the distance, she just...trusted him not to let her fall. She looked at him, "Here we go."

He nodded, taking off his coat and tossing it to Valarie, "Look after this. I love that coat. Janis Joplin gave me that coat."

The Professor did much the same tossing her long sweater at them as well.

"But you can't jump!" Valarie cried.

"If it's any consolation, Valarie," the Doctor looked up, "Right now,  _I'm_  having kittens."

"This Martha…she must mean an awful lot to you two," Bran remarked.

"We hardly know her," the Professor breathed.

"I was too busy showing off," the Doctor admitted, "And I lied to her. Couldn't help it, just lied."

"Good luck."

The Professor looked at them before the Doctor jumped down, landing on the next car shortly followed by her. He pulled out the sonic and flashed the top of the car, popping open the top of it and dropping down, reaching up to help her down as well before they crouched to work on the bottom door.

"Capsule open."

"Who the hell are you?" a man, completely white from head to toe, gasped.

"Sorry, Motorway Foot Patrol," the Doctor responded quickly, "We're doing a survey. How are you enjoying your Motorway?"

"Well, not very much. Junction Five's been closed for three years!"

"Thank you," the Professor nodded absently, pulling up the bottom panel, "Your comments have been noted. Have a nice day!"

They jumped through the bottom of the car, continuing down.

"Capsule open."

Two very startled Asian girls looked back at them as they worked on the floor.

"Thank you for your cooperation," the Doctor remarked.

"Your comments have been noted," the Professor added, lifting the panel again.

They dropped down.

"Capsule open."

"Oh!" the Doctor looked away quickly, spotting two very naked drivers, "Don't mind us."

They dropped down into another one.

"Capsule open."

The Doctor saluted a man, entirely red this time, before they continued on.

~8~

"Capsule open."

A very stark man in a pinstripe business suit spun around as the Doctor and Professor jumped down into his car, "'Scuse me, is that legal?"

"Sorry, Motorway Foot Patrol," the Doctor began before he started coughing, "Whatever."

The Professor rubbed his back, "Have you got any water?"

"Certainly," the man nodded, filling a cone-shaped plastic cup with water and handing it to her, "Never let it be said I've lost my manners."

She nodded her thanks and handed it to the Doctor, tugging down his scarf so he could drink it.

"Is this the last layer?" the Doctor asked.

"Ah, we're right at the bottom. Nothing below us but the fast lane."

"Can we drive down? There's three of us."

"Honestly…I'd rather not."

The Doctor rolled his eyes, not seeing what the big deal with the fast lane was, "If you'll excuse me," he flashed the bottom of the car and the Professor flipped the panel to the side.

"You can't jump! It's a thousand feet down!"

"No, we just want to look," the Professor reassured him. She and the Doctor stared down into the thick, murky fog of exhaust, dotted with tiny lights, faintly visible through the dense smog. A screeching roar echoed up to them.

"What's that noise?" the Doctor frowned.

"I try not to think about it," the businessman replied.

"It's familiar," the Professor remarked, her eyes closed as she listened to the sound, "Large, massive actually…pincers…sounds almost…crustacean…but primal…"

The Doctor nodded, looking down as he squinted through the fog, "What are those lights? What's down there?" he coughed, waving the fog from his face, "I just need to  _see_."

The Professor opened her eyes and snatched the sonic from his pocket, going over to the main screen, "There must be some sort of ventilation," she reasoned, flashing the sonic, "If I can transmit a pulse through this, I should be able to trip the system, give us a bit of a breeze. Got it!"

She turned around and smiled as the ventilation kicked in.

"Oh, you are brilliant!" the Doctor beamed at her as she tossed him back the sonic. She smiled widely, feeling rather good about it.

"What are those shapes?" the businessman asked as they stared through the bottom of his car, the smoke clearing to reveal huge, snapping claws.

"They're alive," the Doctor breathed.

"What the hell are they?"

"Macra…" the Professor recognized the large crab-like creatures.

"The Macra used to be the scourge of this galaxy," the Doctor explained, "Gas. They fed off gas, the filthier the better. They built up a small empire using humans as slaves and mining gas for food."

"They don't exactly look like empire builders to me," the man commented.

"Well, that was billions of years ago. Billions."

"They must've devolved down the years," the Professor reasoned, "And now they're just beasts."

"But they're still hungry. And our friend's down there."

There was a clank above them and they looked up.

"Oh, it's like New Times Square in here, for goodness's sake!" the man sighed.

A pair of feet dangled down through the opening in the top of the car before someone in a gray habit dropped down.

"We've invented a sport!" the Doctor cheered, looking at the Professor.

"Doctor," a woman with a graying cat-like face greeted, "Professor, you're hard ones to find."

"No guns!" the businessman pointed at her gun, "I'm not having guns!"

"I only brought this in case of pirates. Doctor, Professor, you've got to come with me."

The Professor frowned and looked at the Doctor, "Do you know her?"

He frowned and eyed the cat, she smiled back at him sadly, "You haven't aged at all. Time has been less kind to me."

"Novice Hame!" he realized, hugging her.

"From the hospital?" the Professor asked as he pulled away, "Didn't you say they were breeding humans for experimentation?"

"I've sought forgiveness," Hame told them, "For so many years, under his guidance. And if you come with me, I might finally be able to redeem myself."

"We're not going anywhere," the Doctor shook his head, "You've got Macra living underneath this city. Macra! And if our friend's still alive, she's stuck down there!"

"You've got to come with me right now!"

"No, no, no, you're coming with us."

"I'm sorry, Doctor. But the situation is even worse than you can imagine," she grabbed his wrist and the Professor's hitting a device on her wristband with the back of her other hand, "Transport."

"Don't you dare! Don't you dare!"

But it was too late.

The three of them disappeared in a haze of white light, reappearing in a large dusty room with streams of sunlight flooding in through cracks in the walls.

"Oh!" the Doctor groaned as he picked himself off the floor, helping the Professor up in the process, "Rough teleport. Ow. But you can go straight back down and teleport people out, starting with Martha."

"I only had the power for one trip."

"Then get some more!"

"Where are we?" the Professor frowned, looking around.

"High above, in the over-city," Hame replied.

"Good!" the Doctor nodded, "'Cos you can tell the Senate of New New York I'd like a word. They've got thousands of people trapped on the Motorway! Millions!"

"We're in the senate," the Professor remarked, looking around at the typical senatorial style room in the dim light.

"May the goddess Santori bless them," Hame breathed, turning on the lights to reveal the chamber full of skeletons, "They died, Doctor. The city died."

"How long's it been like this?" he asked as the Professor knelt down by a skeleton on the ground and hesitantly reached out to touch it.

"24 years," the Professor breathed, scanning the decomposition.

"All of them? Everyone? What happened?"

"A new chemical," the Professor guessed, feeling a foreign element in the body, harmless now, burned out, though a remnant remained.

"A new mood," Hame nodded, "They called it Bliss," she knelt down by the Professor and peeled off a small token, the words 'Bliss' on it, "Everyone tried it. They couldn't stop. A virus mutated inside the compound and became airborne. Everything perished…even the virus, in the end. It killed the world in seven minutes flat. There was just enough time to close down the walkways and the flyovers, sealing off the under-city. Those people on the Motorway aren't lost. They were saved."

"And the whole thing down there switched to automatic," he realized.

"There's not enough power to get them out. We did all we could to stop the system from choking."

"Who's 'we?'" the Professor looked at her.

"How did you survive?" the Doctor agreed.

"He protected me," Hame smiled, "And he has waited for you, the two of you, these long years."

"Who?" the Professor shook her head.

"Doctor," a voice called from the back of the room, "Professor."

The Doctor looked over, his eyes widening as he recognized an old friend, he ran over to the glass casing and knelt before it.

The Professor gaped as she slowly went to join him, "Is that…the Face of Boe?"

"I knew you would come," Boe replied.

"Back in the old days, I was made his nurse, as penance for my sins," Hame explained to the Professor.

"Old friend, what happened to you?" the Doctor asked.

"Failing," Boe sighed.

"He protected me from the virus by shrouding me in his smoke," Hame stated, "But with no one to maintain it, the city's power died. The under-city would have fallen into the sea."

"So he saved them," the Doctor nodded.

"The Face of Boe wired himself into the mainframe. He's giving his life force just to keep things running."

"But there are planets out there. You could have called for help."

"The last act of the Senate was to declare New Earth unsafe."

"Automatic quarantine lasts for one hundred years," the Professor recalled. Hame nodded.

The Doctor looked at the Face of Boe, concerned, as he stood, "So the two of you stayed here, on your own, for all these years."

"We had no choice," Hame looked at him.

"Yes, you did," he reached out and touched her shoulder.

"Save them, Doctor," Boe pleaded, "Save them Professor."

~8~

The Doctor and the Professor stood before a screen, looking at the cars registered below, "Car Four Six Five Diamond Six," the Doctor read with his specs on, "It still registers! That's Martha!"

"I told you she was good," the Professor grinned.

The Doctor turned to Hame, "Novice Hame, hold that in place," he jumped back from the screen, handing her a thick piece of tubing before running along its length and over a box of lights and buttons, "Think, think, think. Take the residual energy, invert it, feed it through the electricity beds…"

"There isn't enough power," Hame called.

He ran to a far wall with two screens on it and tons of wiring, even more buttons, "Ah, you've got power! You've got me! And I've got the Professor," he turned around and ushered her over, "She's absolutely brilliant with computers, just you watch!"

He sat her down, letting her get to work while he ran around, "Hame, every switch on that bank, up to maximum!" he moved to a knob in a console on the floor, aiming his sonic at it, "Got it?" he looked up at the Professor.

"I think so," she called, "But Doctor I don't think it'll wor…"

"We can't power up the city, but all the city needs is people," he assured her, banging his fist onto the console as he jumped up.

"So what are you going to do?" Hame asked.

"This!" he flipped two long switches on the floor and the lights went out, "No, no, no, no, no, no!" he knelt down on the floor, waving the sonic around, trying to find out what was wrong.

"I tried to tell you," the Professor knelt beside him, putting a hand on his shoulder, "The transformers are blocked. The signal can't get through."

"There's got to be some way to override them," he looked up at her.

"Doctor…" Boe called out.

"Yeah, hold on, not now."

"I give you my last…" he let out a long, rasping breath and every switch on the console turned back on, powering up.

"Hame, look after him!" the Doctor called, grabbing the Professor and pulling her up, "Don't you go dying on me, you big old face. You've got to see this," he flicked the switch again and the lights shown brighter, "The open road. Hah!"

They ran to the window, looking out as the path to the under-city started to open, allowing the sun to stream down into it for the first time in too long. The Professor smiled for only a moment before remembering something.

She dashed back to the computer, the Doctor following after. He watched as she typed in a small command and the screen started to broadcast her, "Sorry everyone, Sally Calypso was just a hologram. My name's the Professor," she gestured behind her, "And this is the Doctor. Now listen, everyone needs to drive up. Right now. We've opened the roof of the Motorway but you  _need_  to drive up. All of you, the whole under-city. Drive up, fast as you can 'cos we've got to clear that fast lane. Drive up and get out of the way. And Car Four Six Five Diamond Six! Martha! Drive up! You've got access above! Now go!"

She got up and ran over to another monitor, double checking that the power would hold long enough while the Doctor watched the cars fly off on screen, "You keep driving, Brannigan, all the way up!" he called before rushing over to the window with the transmitter to look out, "'Cos it's here, just waiting for you. The city of New New York. And it's yours. And don't forget…I want that coat back."

"My sweater too!" the Professor called.

"I reckon that's a fair bargain, sir," Bran called over the receiver.

"And Car Four Six Five Diamond Six," the Doctor continued, "The Professor's sent you a flight path. Come to the Senate."

"On my way!" Martha cheered.

"It's been quite a while since we saw you, Martha Jones."

"Doctor!" Hame called, "Professor!"

They looked over to see her desperately leaning over the Face of Boe as the glass around him started to crack before it finally shattered…

~8~

Martha leapt happily into the Senate only to stop, spotting the skeletons sitting in the seats around her, "Doctor? Professor?"

"Over here," the Professor called.

"Professor!" she smiled, running over to them, "What happened out there?" she slowed, seeing them kneeling with a cat-nun by a large, weary face, "What's that?"

"It's the Face of Boe," the Doctor introduced, "It's alright. Come and say hello. And this is Hame. She's a cat. Don't worry."

"He's the one that saved you, not us," the Professor told her as Martha knelt down across from her.

"My lord gave his life to save the city," Hame whispered, "And now he's dying."

"No, don't say that," the Doctor shook his head, "Not old Boe. Plenty of life left."

"It's good to breathe the air once more," Boe inhaled.

"Who is he?" Martha breathed.

"I don't even know," the Doctor sighed.

The Professor reached out and laid a gentle hand on one of his tentacle hairs, "Legend says the Face of Boe has lived for billions of years," she smiled softly at him.

"Isn't that right? And you're not about to give up now."

"Everything has its time," Boe looked at them, "You both know that, old friends, better than most."

The Doctor blinked as he and the Professor both thought back to the Pika flowers.

"The legend says more," Hame added softly.

"Don't," the Doctor shook his head, "There's no need for that."

"It says that the Face of Boe will speak his final secret to travelers."

"Yeah, but not yet. Who needs secrets, eh?"

"Doctor," the Professor reached out and put a hand on his arm, he looked at her and sighed, nodding as he turned back to Boe.

"I have seen so much," Boe told them, "Perhaps too much. I am the last of my kind, as you are the last of yours, the Doctor and the Professor."

"That's why we have to survive," he whispered, "The three of us. Don't go."

"I must. But know this, Time Lords. You are not alone."

The Doctor and Professor stared at the Boe, uncomprehending, as his eyes closed for the last time. Hame started to sob as Martha stood. The Doctor and Professor exchanged a glance before getting up as well.

~8~

They walked back through the vendor's street, heading towards the TARDIS, the street deserted, everyone leaving now that the under-city was open.

"All closed down," the Doctor remarked.

"Happy?" Martha asked.

"Happy happy," he grinned, making them laugh, "New New York can start again. And they've got Novice Hame. Just what every city needs, cats in charge! Come on, time we were off."

"But what did he mean, the Face of Boe?" Martha asked, staying put as the two aliens walked off. They stopped and looked back at her, not having let go of each other's hand since they left the Senate, "'You're not alone.'"

"We don't know," the Professor sighed.

"You've got me," she smiled, "Is that what he meant?"

The Doctor smiled a little but shook his head, "I don't think so. Sorry."

"Then what?" Martha frowned, slightly offended.

"Doesn't matter. Back to the TARDIS, off we go," he turned away to head off again, taking the Professor with him, when Martha grabbed a fallen chair and put it down, sitting on it and crossing her arms, waiting till they turned back, "Alright, you staying?"

"'Till you talk to me properly, yes. He said 'last of your kind.' What does that mean?"

The Doctor and Professor exchanged an uneasy glance, "It really doesn't matter," the Doctor tried again.

"You don't talk. You never say! Why not?" she looked around as the singing of the hymns started again, "It's the city. They're singing."

"I lied to you," the Doctor sighed.

"We both did," the Professor squeezed his hand before looking at Martha, tears in her eyes that made the other woman frown, "Because then…we could pretend. Just for a bit, we could imagine they were still alive, underneath a burnt orange sky."

Martha blinked, shocked, and utterly sad for the both of them.

"We're not just Time Lords," the Doctor swallowed hard as the Professor dropped her forehead onto his shoulder, offering him strength, "We're the last of the Time Lords. The Face of Boe was wrong. There's no one else."

"What happened?" Martha asked quietly.

The Doctor looked around a moment before spotting a chair and a barrel, dragging them over so they could sit down.

"There was a war," the Professor told her, "A Time War. The Last Great Time War. Our people fought a race called the Daleks for the sake of all creation."

"And they lost," the Doctor added solemnly, "They lost…everyone lost. They're all gone now. Our family, our friends, even that sky."

"You should have seen it, Martha," the Professor trailed off, smiling in thought and memory, "The second sun would rise in the south and the mountains would shine!"

"The leaves on the trees were silver, and when they caught the light every morning, it looked like a forest on fire…"

"When the autumn came, and the Pika flowers bloomed, the breeze would blow through the branches like a song…"

And on they spoke, lifting their burden if only a little, as they told a simple human about their loss.

~8~

The Professor sat at the door of the TARDIS, watching the stars as she often seemed to do in this body, when Martha walked over.

"Thank you," the woman said softly, sitting down beside the Professor, but turned to rest back against the door frame to look at her, "For telling me what happened to your people. I know it couldn't have been easy."

"It was…nice," she decided after a moment, "To be able to talk about home, to remember it like it was before the war," she smiled at Martha, though her eyes were sad, "Thank you as well."

Martha eyed her a moment, she knew that the Doctor and Professor hadn't told her  _everything_  about what happened, to the war, to them, she could see it in the Professor's eyes even now, and the sorrow of it all just broke her heart, "Listen," she began gently, "If…if you ever wanted to talk, about anything, I can't guarantee I'd understand half of it, but…I'd always listen. If you want."

The Professor's eyes widened just a bit as she looked upon Martha and what she was offering. She had always been able to talk to the Doctor, about everything, but…she knew how much it killed him to recall the war, what had happened to her. She'd tried to work through some of her issues on her own, but…there were just some things that you really needed to talk about, confide in  _someone_ , and, as much as she loved and trusted the Doctor, she didn't want to hurt him either. She NEVER wanted to hurt him.

"Really?" she breathed.

"Yeah," Martha nodded, earnest, "We're friends and friends listen to each other and help each other out."

She blinked, surprised, "We're…friends?"

It would be nice to have another friend. At the Academy the students were to room in groups of three and her roommates were…civil, at best. One was very quiet, and not a shy sort of quiet, but an almost stuck up sort of quiet, and she was fairly certain the other had been secretly plotting how to best murder the two of them in their sleep so…she hadn't exactly been best friends with the women. She'd had the Doctor of course, her very best and truest friend. But, it would be nice to have a woman to talk to. Her cousin had one thing in common with the Doctor, they both had a gob that just would not stop for anything. She honestly wasn't sure how Mayra managed to contain herself when with the Doctor, probably had to bite her tongue, quite literally, to not talk his ear off...which would have been quite a feat in itself given how much he could talk his own ear off. It was why she and him had worked so well as friends, he would prattle on and she would listen but when she wanted a word in he would always stop because he knew she didn't talk as much as him so when she did it was something important. To have someone offering to  _listen_  to  _her_ …it was very nice.

"Course we are," Martha laughed, "You saved my life, I saved yours, that's what friends do."

She started to smile, thinking of how Martha had saved them and the hospital from the Plasmavore and the Judoon, how she'd saved them both from the Carrionites by giving them the last word they needed.

"And…" Martha added, "I don't know about how things are for aliens, but, on Earth, true friends don't go after their friend's fiancé."

The Professor looked at her sharply, but Martha was smiling in an understanding way, "You noticed me?" she asked, a bit embarrassed.

But Martha just nodded. Of course she'd noticed how quiet the Professor got when she'd been teasing the Doctor just before they'd taken off in the TARDIS for the first time. And now that she knew for certain not only that they were together, but Bonded (and, yes, she  _had_  sighed like a schoolgirl at how romantic that sort of connection was) she was not about to go after the Doctor. After hearing about how they'd lost basically everything to the war except each other…she just couldn't ever even imagine trying to break them apart. She could see how much they needed each other and cared for each other. She could see how the teasing must have made the Professor feel.

"To be honest, at first, I  _did_  think the whole fiancé thing was some sort of cover," she winced slightly, embarrassed, "But anyone with eyes can see how much you two love each other," she laughed as the Professor blushed, "And…now, I mean this is the most non-threatening, honest way, but…the Doctor gives one hell of a kiss."

The Professor laughed heartily at that, "That he does."

Martha laughed as well, nudging the woman's leg, "So, go on, tell us how you two met."

She smiled widely, remembering before she turned to Martha and happily began the tale.

Neither of them noticed the Doctor watching them from the gantry, a wide grin on his face. He hadn't seen the Professor smile like that to anyone besides him since she and Mickey had excitedly chattered on the zeppelin. Perhaps his original concerns with Martha were unfounded, perhaps she wasn't going to make the Professor more insecure, not if their chatting and laughing was anything to go by. And he thought…perhaps he should keep Miss Jones around just a bit longer…he had promised her a trip to the future, but New New York had been a bust and a half.

Maybe Old New York could make up for that?

He nodded to himself, yes, that could be her last trip before heading home. He glanced at the girls. But not right now. For now, he'd let them have their moment. That trip could always wait, they had a time machine after all, they had all the time in the world to make it. He smiled softly once more before turning and giving the women some privacy.

* * *

**Notes for the Chapter:**

> Hope you liked the little scene with Martha, I started watching Doctor Who in Martha's series so she's one of my favorite Companions. Not my number 1 fave (that's Donna ^-^) but I just think she's awesome :)


	5. Daleks in Manhattan

The TARDIS materialized in front of a white stone wall, Martha stepping out first followed by the Doctor and the Professor.

"Where are we?" Martha looked around.

"Ah, smell that Atlantic breeze," the Doctor inhaled, "Nice and cold. Lovely. Martha, have you met my friend?" he gestured behind him, where the Statue of Liberty was standing.

"Is that...oh my God! That's the Statue of Liberty!"

"Gateway to the new world," the Professor nodded, "'Give me your tired, your poor, your huddled masses yearning to break free…'"

"That's so brilliant. I've always wanted to go to New York. I mean the real New York, not the new, new, new, new, new…"

"Well, there's the genuine article," the Doctor led them to a ledge, looking out at the New York skyline, "So good, they named it twice. Mind you, it was New Amsterdam originally. Harder to say twice. No wonder it didn't catch on. New Amsterdam, New Amsterdam."

"I wonder what year it is 'cos look, the Empire State Building's not even finished yet."

"Work in progress. Still got a couple floors to go, and, if I know my history, that makes the date somewhere around..."

"November 1, 1930," the Professor and Martha said at once, though only one was holding a newspaper and looking at the date.

He looked back at them, smiling, "You're getting better at that," he grinned at the Professor.

"Eighty years ago," Martha shook her head, still looking at the paper as the Doctor walked over and looked at it, "It's funny 'cos you see all those old newsreels in black and white like it's so far away, but here we are," she looked up as the Doctor took the paper, "It's real. It's now," she laughed, "Come on, you two. Where do we go first?"

"I think our detour just got longer," he remarked, holding up the paper.

"'Hooverville Mystery Deepens,'" Martha read the headline, "What's Hooverville?"

~8~

The Doctor, Professor, and Martha strolled through Central Park on their way to Hooverville, "Herbert Hoover, 31st President of the USA, came to power a year ago," the Professor explained.

"Up till then New York was a boom town, the Roaring Twenties, and then…" the Doctor trailed.

"The Wall Street Crash, yeah?" Martha asked, "When was that, 1929?"

The Doctor nodded, "Yeah. Whole economy wiped out overnight."

"Thousands of people unemployed," the Professor added.

"Suddenly the huddled masses doubled in number with nowhere to go."

"So they ended up here in Central Park."

Martha laughed a bit, "I still can't get used to you two doing that."

"Doing what?" the Doctor frowned.

"Never mind," Martha shook her head, it was actually very sweet to see how in tune they both were with each other that they could finish each other's sentences like that, "Did they actually live in the park? In the middle of the city?"

They stepped past a collection of shacks and tents set up haphazardly around the area.

"Ordinary people," the Doctor sighed, "Lost their jobs. Couldn't pay the rent and they lost everything."

"There are places like this all over America," the Professor frowned, "You only come to Hooverville when there's nowhere else to go."

They fell silent when the sound of shouting reached them from another part of Hooverville, "You thievin' lowlife!" someone shouted. They stepped around a corner in time to see a man punch another man, others rushing to try and break them up, "That's my loaf!"

"I didn't touch it!" the other man defended.

An older black man stepped out of his tent and stormed over to them, "Cut that out!" the two men ignored him, "Cut that out! Right now!" he shoved them apart.

"He stole my bread!" the first man accused.

"That's enough!" he glared at them before turning to the second man, "Did you take it?"

"I don't know what happened," the second man shook his head, "He just went crazy."

The first man lunged but was held back, "That's enough!" he looked at the second man again, "Now think real careful before you lie to me."

"I'm starvin', Solomon," he complained.

Solomon held out his hand and the man dropped his head, pulling the bread out of his coat and handing it to him, "We're all starvin'," Solomon said firmly, breaking the bread in half, "We all got families somewhere," and handed a half to each man.

' _Lives up to his namesake doesn't he?_ ' the Professor commented, watching the separation.

' _Ah yes, the Judgement of Solomon,_ ' the Doctor nodded to himself, ' _Never met a wiser man._ '

' _Oh I don't know,_ ' she smiled, ' _I think I have._ '

He frowned and looked at her, ' _Who?_ ' she just gave him a pointed look and he couldn't help but beam at her, ' _Oh me! Right._ '

She shook her head, taking his hand as they turned back to watch Solomon finish off the confrontation, "No stealin' and no fightin'. You know the rules. Thirteen years ago I fought in the Great War. A lot of us did. And the only reason we got through was because we stuck together! No matter how bad things get, we still act like human beings. It's all we got."

The men nodded and turned to head off, the crowd slowly dissipating as the fight was over before it really began.

"Come on," the Doctor whispered to them, walking over to Solomon, "I suppose that makes you the boss around here."

"And, uh, who might you be?" Solomon looked over at them.

"He's the Doctor, she's the Professor, and I'm Martha," Martha introduced.

"A doctor? Well, we got, uh, stockbrokers, we got a lawyer, but you're the first doctor. Come to think of it, don't got no professors either, what are you a professor of?"

"Um...a few things," the Professor supplied, thinking back to the last time she'd been asked that question by Mickey's parallel grandmother.

"Neighborhood gets classier by the day," he remarked as he warmed his hands over a fire.

"How many people live here?" Martha looked around.

"At any one time, hundreds. No place else to go. But I will say this about Hooverville. We are a truly equal society, black, white, all the same. All starving," he laughed bitterly, "So you're welcome. The three of you. But tell me, Doctor, Professor, as folks of learning...explain this to me," he pointed to the Empire State Building, "That there's going to be the tallest building in the world. How come they can do that, and we got people starving in the heart of Manhattan?"

~8~

Solomon threw coffee dregs onto his fire as the trio approached him again later on, having looked around Hooverville themselves and gotten nowhere on the mystery, "So…men are going missing," the Doctor held up the newspaper, "Is this true?"

Solomon sighed, taking it, "It's true alright," and turned to go inside his tent.

"But what does missing mean exactly?" the Professor called as they stood outside the tent.

The Doctor nodded, "Men must come and go here all the time. It's not like anyone's keeping a register."

"C'mon in," he waved to them as he sat, the three of them took what seats they could find around him, "This is different."

"In what way?" Martha frowned.

"Someone takes them. At night. We hear something. Someone calls out for help. By the time we get there, they're gone. Like they vanish into thin air."

"And you're sure someone's taking them?" the Doctor asked.

"Doctor, when you got next to nothing, you hold on to the little you got. Your knife, blanket, you take it with you. You don't leave bread uneaten, fire still burning."

"Have you been to the police?" Martha shook her head.

"Yeah, we tried that. Another deadbeat goes missing, big deal."

"The question is, who's taking them and what for?" the Professor said, in thought.

Just then a young man stuck his head inside the tent, "Solomon, Mr. Diagoras is here."

Solomon sighed and got up, walking out of the tent, leading them to a small crowd of Hoovervillians gathered around a man in a black suit with slicked back hair who they could only assume was Diagoras.

"I need men," he was saying, "Volunteers. I got a little work for you and you sure look like you can use the money."

"Yeah," the young man who had gotten them called in his Tennessee accent, "What is the money?"

"A dollar a day."

The men grumbled.

"What's the work?" another asked.

"A little trip down the sewers. Got a tunnel that collapsed needs clearing and fixing. Any takers?"

"A dollar a day?" Solomon scoffed, "That's slave wage. Men don't always come back up, do they?"

"Accidents happen."

"What do you mean?" the Professor frowned, "What sort of accidents?"

"You don't need the work? That's fine. Anybody else?" the Doctor raised his hand, the Professor following a moment later, "Enough with the questions."

"Oh, n-n-no," the Doctor stuttered, "We're volunteering."

"I'll kill you for this," Martha grumbled as she slowly raised her hand as well.

"Join the club," the Professor mumbled to her as Solomon and the young man raised their hands too.

~8~

"Turn left," Diagoras instructed, standing at the bottom of the ladder to the sewer as everyone climbed down, "Go about half a mile, follow Tunnel 273, fall's right ahead of you. You can't miss it."

"And when do we get our dollar?" the young man, whom they'd learned was named Frank, asked.

"When you come back up."

"And if we don't come back up?" the Doctor looked at him.

"Then I got no one to pay."

"We'll be back," Solomon promised.

"Let's hope so," Martha remarked as they turned and walked down the tunnel.

The Doctor looked at the Professor as she eyed Diagoras a moment, assessing him, his body language, before turning and taking his hand, the two of them walking off, behind the group. The man was clearly lying, but why?

"We just gotta stick together," Frank told Martha, "It's easy to get lost. It's like a huge rabbit warren. You could hide an army down here."

"So what about you, Frank?" she looked up at him, "You're not from around these parts, are you?"

"Oh, you could talk. No, no, I'm from Tennessee, born and bred."

"So how come you're here?"

"Uh, my daddy died. Mama…couldn't afford to feed us all. So, I'm the oldest, up to me to feed myself, so put on my coat, hitched up here on the railroads. There's a whole lot of runaways in camp younger than me. From all over. Missouri, Oklahoma, Texas…Solomon keeps a lookout for us. So, what about you? You're a long way from home."

"Yeah, I'm just a hitcher too."

"You stick with me, you'll be alright."

"So this Diagoras bloke, who is he then?" the Doctor asked Solomon as they walked.

"A couple of months ago, he was just another foreman. Now it seems like he's running most of Manhattan."

"How did he manage that, then?"

"These are strange times. A man can go from being King of the Hill to the lowest of the low overnight. It's just for some folks it works the other way 'round."

"Whoa!" the Doctor stopped short, spotting a sickly purple blob on the ground, giving off a green light.

"Is it radioactive or something?" Martha asked, stepping closer. The Doctor handed his torch to the Professor as he crouched down beside it, "It's gone off, whatever it is," she grimaced and covered her nose with her hand. The Doctor simply slipped on his glasses and picked up the blob, "And you've got to pick it up."

The Doctor sniffed it, "Shine the torch through it," he asked the Professor who did so, "Composite organic matter. Martha? Medical opinion?"

"It's not human. I know that."

"Professor?" he looked at her. She reached out and ran a finger along it, her eyes widening, nearly dropping the torch. The Doctor immediately frowned as her thoughts on the object became hidden from him, "What is it?"

"We need to rig a DNA scanner or something," she told him urgently, "Examine it properly."

Martha frowned, recalling what they had told her about the Professor's talents during their talk of the war and their planet, "I thought you could examine almost anything?"

"I can," the Professor nodded before looking at the Doctor, "But I REALLY want to be wrong."

He nodded, standing up, "And I'll tell you something else. We must be at least half a mile in..."

"About 50 feet ago," she agreed.

"I don't see any sign of a collapse, do you? So why did Mr. Diagoras send up down here?"

"So where are we now?" Martha looked up, "What's above us?"

"We're right underneath Manhattan," the Professor told her, having a general idea of the layout of the city from what she'd looked up before they'd landed.

~8~

"We're far beyond half a mile," the Professor commented as they walked on.

"There's no collapse, nothing," Solomon frowned.

"That Diagoras bloke, was he lying?" Martha asked.

"Looks like it," the Doctor sighed.

"So why did he want people to come down here?" Frank shook his head.

"Solomon, I think it's time you took these two back," the Doctor nodded at Frank and Martha, "We'll be much quicker on our own."

A squealing sounded from down the tunnel.

"What the hell was that?" Solomon gasped.

"Hello?" Frank called.

"Shh," Martha hissed.

"Frank..." Solomon warned.

"What if it's one of the folk gone missing?" Frank defended, "You'd be scared, half mad, down here on your own."

"Do you think they're still alive?" the Doctor looked at him.

"Heck, we ain't seen no bodies down here. Maybe they just got lost."

There was another squeal.

"I know I never heard nobody make a sound like that," Solomon remarked.

"It's a pig," the Professor frowned, her eyes closed as she examined the sound. She frowned, "But there's a secondary tone under it...almost like a human, but...distorted..."

"Sounds like there's more than one of 'em," Frank looked around.

"This way," the Doctor took a few steps forward.

"No, that way," Solomon shown his light down another tunnel where there was a figure sitting, huddled on the ground.

"Doctor…" Martha called as he came back.

"Who are you?" Solomon asked the figure.

"Are you lost?" Frank started forward, "Can you understand me? I've been thinkin' about folk lost…"

The Doctor stopped him, "It's alright, Frank. Just stay back. Let us have a look," he looked at the Professor who nodded and they walked towards the figure, crouching down before it, "He's got a point, though, my mate Frank. I'd hate to be stuck down here on my own," the creature squealed, "We know the way out. Daylight. If you want to come with us..." he shown his light on it, revealing a man with a pig face, "Oh, but what are you?"

"Is, uh, that some kind of carnival mask?" Solomon asked.

The Professor reached out and gently touched the Pigman's face, making it flinch. She pulled her hand back with a frown, "No, it's real," she looked at the Doctor, "They've spliced the DNA with a pig, reduced the brainwaves, made it subservient."

He nodded looking at the Pigman in pity, "I'm sorry. Now listen to me, I promise we can help. Now, who did this to you?"

"Doctor, Professor, I think you'd better get back here," Martha called as a row of Pigmen filled up the opposite end of the tunnel, "Doctor! Professor!"

The Doctor stood, helping the Professor up, "Actually…good point..." they slowly backed up towards the others again.

"They're following you," Martha breathed, seeing the Pigmen watching the two aliens.

"Yeah, I noticed that, thanks. Well then, Martha, Frank, Solomon…"

"What?"

"Um, basically…run!"

And with that, they took off down the tunnel, the Pigmen following, till they reached a cross section. Martha paused, looking around, "Where are we going?"

"This way!" the Doctor sped past her with the Professor, running to the right, the Pigmen chasing them.

"There's a ladder!" the Professor called, spotting one at the end of the tunnel. They ran for it, the Doctor climbing up first to use the sonic, opening a manhole cover. Martha followed, then the Professor, and Solomon. Solomon hesitated, seeing Frank pick up a metal rod to fight the Pigmen with.

"Frank!" he shouted, starting to climb the ladder. Frank looked back, seeing them up, and ran for it as well. He'd made it only half way when the Pigmen appeared behind him, "C'mon, Frank! C'mon!"

"I've got ya," the Doctor reached down to help him, "C'mon!"

The Pigmen clambered up after him, grabbing his legs, pulling him back down.

"Frank!" Solomon shouted.

"No!" the Doctor moved to go back down when Solomon shoved him aside and closed the lid, trapping the Pigmen down there.

"We can't go after him..." he breathed

"We gotta go back down! We can't just leave him!"

"No, I'm not losing anybody else! Those creatures were from Hell! From Hell itself! If we go after them, they'll take us all! There's nothing we can do. I'm sorry."

Suddenly a blond woman jumped out from behind a shelf, a gun aimed right at them, "Alright then, put 'em up," the Doctor quickly pulled the Professor back, keeping hold of her arm to keep her beside him, warding off her training till she got under control. It didn't help though when the woman cocked the gun, "Hands in the air and no funny business," they all put their hands up, the Professor doing so willingly, eyeing the gun with a small, amused smile, "Now tell me, you schmucks, what've you done with Lazlo?"

"Uh, who's Lazlo?" Martha frowned.

~8~

The woman sat in her dressing room, the gun still aimed at them as they stood in her doorway, "Lazlo's my boyfriend, or was my boyfriend until two weeks ago. No letter, no goodbye, no nothin'. And I'm not stupid," she waved the gun around haphazardly, "I know some guys are just pigs but not my Lazlo. I mean, what kinda guy asks you to meet his mother before he vamooses?"

"It might...might just help if you put that down," the Doctor remarked, eyeing the gun warily.

"Huh?" she looked over to see the gun still in her hand, "Oh, sure," and tossed it on a chair, "Oh, c'mon..."

"It's not real," the Professor whispered to him. She knew weapons well enough to know when fake ones were being waved around.

The woman nodded, "It's just a prop. It was either that or a spear."

"What do you think happened to Lazlo?" Martha asked.

"I wish I knew. One minute he's there, the next, zip, vanished."

"Listen, ah...what's your name?" the Doctor asked.

"Tallulah."

"Tallulah?"

"3 Ls and an H."

"Right. Um, we can try to find Lazlo, but he's not the only one. There are people disappearing every night."

"And there are creatures," Solomon breathed, "Such creatures."

"Whaddaya mean 'creatures?'" she frowned.

"Look," the Doctor cut in, "Listen, just trust me, everyone is in danger. We need to find out exactly what this is," he pulled the blob from his pocket, "Because then we'll know exactly what we're fighting."

"Yech!" Tallulah leaned back, disgusted.

~8~

The Doctor and Professor were scavenging the prop room for pieces of equipment they could use for their scanner. The Professor still refused to tell him what she thought the blob might be, but he could tell she had her reasons. He'd felt a flash of fear run through her before she'd sealed away her thoughts. And he knew, she was trying to protect him from something.

"How about this?" Solomon entered, holding up a small radio, "I found it backstage."

"Perfect!" the Doctor took it, "It's the capacitors we need. Just rigging up a crude little DNA scan for this beastie. If we can get a chromosomal reading, we'll find out where it's from," he pulled it open and flashed the sonic across it.

"How about you, Doctor, Professor? Where are you from? I've been all over, I've never heard anybody talk like the two of you. Just exactly who are you?"

"Oh, we're just sort of passing by," the Doctor blew on a small bit of equipment.

"I'm not a fool, Doctor."

"No," the Professor agreed.

"Right, sorry," he nodded.

Solomon eyed him a moment before walking over to the sewer lid and looking down at it, "I was so scared, Doctor. I let them take Frank 'cos I was just too scared. I gotta get back to Hooverville. With these creatures on the loose, we gotta protect ourselves. Ain't no one else gonna help us."

"Good luck," they both called to him.

"I hope you find what you're looking for. For all our sakes."

~8~

The Doctor and Professor sat up in the balcony of the theater with the blob hooked up to the handmade scanner. The Professor turned and moved a beam of light from the stage lights onto it.

"Thanks," the Doctor called to her as she nodded, "Let's warm you up."

He pulled on his glasses and they got to work examining it.

"It's artificial," he murmured, eyeing the scanner.

"Genetically engineered," she nodded, she'd gotten that off her own reading.

"Whoever this is, oh, you're clever..."

Music started to play as the show began below them, though neither paid it much heed, far too focused on their work.

The Professor frowned, her fears confirmed, "Fundamental DNA type 4-6-7-9-8-9."

"9-8-9?" he looked at her, equally startled, "Hold on, that means planet of origin..."

She nodded solemnly, it was exactly as she had been hoping against, "Skaro."

"No..." he breathed.

Suddenly there was a scream below and the stage erupted in chaos. They quickly jumped up and ran off, making it backstage to see the chorus girls crowded around Tallulah, "It was like something out of a movie show," one cried, "Oh, that face. I ain't never gonna sleep."

"Where is she?" the Doctor ran over to Tallulah, "Where's Martha?"

"I don't know," Tallulah shook her head, "She ran off the stage."

They looked up, hearing a scream from the prop room.

"Martha!" the Professor shouted, running down the hallway with the Doctor and Tallulah. They burst into the room only to see it empty, the sewer lid askew.

The Doctor grabbed his coat and pulled it on, "Oh, where are you goin'?" Tallulah asked.

"They've taken her," the Doctor mumbled as the Professor climbed deftly down into the sewers after their friend.

"Who's taken her?" he said nothing more as he followed the Professor down, "What're y' doin'? I said, what the hell are ya doin'? Crazies," she looked over and grabbed a long coat to put over her costume before following them down.

"No, no, no, no, no way," the Doctor shook his head at her, "You're not coming."

"Tell me what's going on."

"There's nothing you can do. Go back."

"Look, whoever's taken Martha, they could've taken Lazlo, couldn't they?"

"Tallulah, you're not safe down here," the Professor told her quietly, none of them really were.

"Then that's my problem. Come on. Which way?" she turned and walked down the left tunnel.

The Doctor sighed, pulling out the sonic and scanning quickly, "This way," he turned and walked down the tunnel to the right.

"When you say 'They've taken her,' who's they exactly?" Tallulah asked after they had walked quite a ways in silence, "And who are you anyway? I never asked."

"Shh..." the Professor stopped suddenly, hearing something in the distance.

"What? I don't hear anything."

The Doctor had long since learned to trust the Professor's senses, they were much sharper than his own, if she heard something, then there was something out there, "Shh, shh, shh."

They paused a moment before a very distinct, familiar shadow appeared on the wall before them, slowly approaching.

"I mean you're handsome and all..." Tallulah continued.

The Doctor grabbed her, putting a hand over her mouth to quiet her, pulling her back as Dalek Caan passed by them.

"No, no, no, no, no, no, no," he shook his head, "They survived. They always survive while I lose everything."

"That metal thing? What was it?"

"It's called a Dalek," the Professor swallowed hard, she'd gotten better at facing the danger that always seemed to follow the Doctor, the enemies that popped up, but the Daleks...they were another nightmare entirely, "And it's not just metal, it's alive."

Tallulah laughed, "You're kidding me."

The Doctor whirled on her, "Does it look like we're kidding?" she instantly quieted at his glare, "Inside that shell is a creature born to hate, whose only thought is to destroy everything and everyone that isn't a Dalek too."

"It won't stop until it's killed every human being alive," the Professor added quietly.

"But if it's not a human being, that kinda implies it's from outer space," Tallulah remarked, they just looked at her, "Yet again, that's a 'no' with the kidding. Boy…well, what's it doin' here, in New York?"

The Doctor walked over to Tallulah, taking her arm, and pulling her down the tunnel, looking for a ladder, "Every second you're down here, you're in danger. I'm taking you back right now."

They turned a corner and stopped short, seeing a Pigman before them, though one who seemed far more human than the others, he even had hair, which gave the Professor pause. Tallulah screamed and the Pigman cowered back, trying to hide himself.

"Where's Martha?" the Doctor asked, approaching him, "What have you done with her? What have you done with Martha?"

"I didn't take her," he replied.

The Doctor blinked, surprised he was capable of speech, with the Professor's assessment of them, that should have been beyond their capabilities...and he trusted her word.

' _He's only partially converted,_ ' she informed him quietly, doing another quick assessment.

He nodded, eyeing the Pigman, "Can you remember your name?"

"Don't look at me," he turned away.

"Do you know where she is?" Tallulah stepped forward.

"Stay back! Don't look at me!"

"What happened to you?" the Doctor asked.

"They made me a monster."

"Who did?" the Professor asked, "The Daleks?"

The Pigman nodded, "The masters."

"Why?" the Doctor eyed him.

"They needed slaves. They needed slaves to steal more people so they created us. Part animal, part human. I escaped before they got my mind, but it was still too late."

"Do you know what happened to Martha?"

"They took her. It's my fault. She was following me."

"Were you in the theater?" Tallulah asked him.

"Yes."

"Why? Why were you there?"

"I never wanted you to see me like this."

"Why me? What do I gotta do with this? Were you following me? Is that why you were there?"

He turned to face her, "Yes."

"Who are you?"

"I was lonely."

"Who are you?"

"I needed to see you."

"Who are you?"

"I'm sorry," he turned away.

"No, wait," she grabbed his arm, "Let me look at you..." she moved him closer to a light, "Lazlo?" she gasped, he nodded, "My Lazlo?" her voice broke as tears filled her eyes, "Oh, what have they done to you?"

"I'm sorry. So sorry."

"Lazlo, can you show us where they are?" the Professor asked him gently.

"They'll kill you."

"If we don't stop them, they'll kill everyone."

"Then follow me."

Lazlo led them to a small corner where they could hear people shuffling about, but more importantly, they could just make out Martha's voice.

"…got a nasty feeling that we're being kept in the larder," she was saying.

They crept forward and peeped around the corner to see a line of people, Frank and Martha amongst them, being guarded by Pigmen who had started squealing nervously.

"What're they doing?" Frank asked, "What's wrong? What's wrong?"

"Silence!" Dalek Thay shouted as it glided into the room, "Silence."

Lazlo ducked out of sight but the Doctor and Professor watched on, their hands automatically finding each other at the sight.

"What the hell is that?" Martha breathed.

"You will form a line. Move."

The Pigmen pushed everyone into a line, "Just do what it says everyone, okay?" Martha called, "Just obey."

"The female is wise. Obey!"

And then it got worse...

Dalek Jast puttered in, "Report."

"These are strong specimens. They will help the Dalek cause. What is the status of the Final Experiment?"

"The Dalekanium is in place. The energy conductor is now complete."

"Then I will extract prisoners for selection," a Pigman brought an older black man forward and Dalek Thay turned, extending its sucker arm towards the man's face, "Intelligence scan. Initiate. Reading brain waves. Low intelligence."

"You calling me stupid?" the man glared.

"This one will become a pig slave."

"No, let go of me!" the man shouted as two Pigmen pulled him away, "I'm not becoming one of them!"

Dalek Jast simply moved on to the next person, "Intelligence scan. Initiate."

"They're divided into two groups," Lazlo explained to them quietly, "High intelligence and low intelligence. The low intelligence are taken to become pig slaves like me."

"Well, that's not fair," Tallulah remarked.

"Shh," the Doctor hissed.

"You're the smartest guy I ever dated."

"And the others?" the Professor glanced back at him.

"They're taken to the laboratory," Lazlo replied.

"But why?" the Doctor frowned.

"What for?" the Professor wondered.

"I don't know," Lazlo shrugged, "The masters only call it the Final…Experiment."

"Superior intelligence," Jast cried, they looked back to see it finishing a scan of Frank and moving onto Martha, "Intelligence scan. Initiate. Superior intelligence. This one will become part of the Final Experiment."

"You can't just experiment on people!" Martha glared, "It's insane! It's inhuman!"

"We are not human. Prisoners of high intelligence will be taken to the transgenic laboratory."

"Look out, they're moving!" the Doctor pulled them back, flattening them against the wall.

Lazlo grabbed Tallulah and pulled her down the tunnel, "Doctor! Professor! Quickly!"

"We're not going," he called back, "I've got an idea. You go."

"Lazlo, c'mon!" Tallulah tugged his arm.

"Can you remember the way?" Lazlo turned to her.

"Yeah, I think so."

"Then go. Please."

"But Lazlo, you gotta come with me."

"Where would I go? Tallulah, I'm beggin you, save yourself. Just run. Just go. Go!"

Tallulah turned and ran off at his pleas as Lazlo rejoined the Doctor and Professor at the corner. They waited as the Daleks passed by and then the humans, the two of them slipping into line between Martha and Frank while Lazlo acted as a guard.

"Just keep walking," the Doctor called to Martha softly.

"I'm so glad to see you," she breathed.

"Yeah, well, you can kiss me later. You too, Frank, if you want," the Professor cleared her throat, "Right sorry. You two can kiss each other later and the Professor can kiss me," he looked over his shoulder at her, "Better?"

"Much," she smiled softly at him, though there was a small blush on her cheeks.

~8~

The line of prisoners was herded into a lab of sorts where there were two more Daleks, Dalek Caan and Sec.

' _Well...now we know where the Cult of Skaro got to,_ ' the Professor remarked, eyeing them warily. They had assumed the Cult had been sucked into the Void with the rest of their kind, it appeared they were wrong.

' _They can never just die can they?_ ' the Doctor thought darkly.

"Report," Dalek Thay wheeled into the room.

"Dalek Sec is in the final stage of evolution," Dalek Caan replied.

"Scan him. Prepare for birth."

"Evolution?" the Doctor frowned.

"Birth?" the Professor shook her head, that was even more alarming a word to her. They had evolved in the past, but she'd never heard of them...procreating. Clone yes, birth...no.

"What's wrong with old Charlie boy over there?" Martha nodded to the golden colored Dalek Sec.

"Ask them," the Doctor told her.

"What me? Don't be daft."

"They can't notice us Martha right now," the Professor whispered to her, "Ask them what's going on. Make it sound like an order and they may listen."

Martha eyed her a moment before taking a breath, "Daleks, I demand to be told. What is this Final Experiment? Report!"

"You will bear witness," Thay turned to her.

"To what?"

"This is the dawn of a new age."

"What does that mean?"

"We are the only four Daleks so the species must evolve a life outside the shell. The Children of Skaro must walk again."

Dalek Sec's shell powered down, the casing opening to reveal a small form curled up within it. The creature stepped out, the clothing unmistakably that of Mr. Diagoras, but the face and hands...Dalek.

The Professor's eyes widened in horror at the sight of the Dalek Human hybrid. Its head was like a Dalek, purplish and large, with one eye and one mouth and tentacles hanging around like hair, the hands nearly claw-like and misshapen.

"What is it?" Martha grimaced.

"I am a human Dalek," Sec began, speaking haltingly, getting used to his new voice, "I am your future."

The Doctor could only shake his head in shock, gripping the Professor's hand tightly.

To be continued…

* * *

**Notes for the Chapter:**

> I may have confused the Daleks (besides Sec), it's hard to keep them all straight in your head and slightly confusing. But, I figure, it doesn't really matter which Dalek says what as long as I get Sec right and leave Caan to the end.
> 
> Also, I'm excited to say there'll definitely be a few more Martha/Professor bonding moments to come AND we'll get to hear a bit more about the Professor's musical talents as they pop up in a few upcoming chapters as she starts to slowly get past her tensions. The more comfortable and confident she gets the more of herself she'll get back, we've seen a bit of that already in her curiosity and sass with Shakespeare. But...as she works past her fears we'll also start to see other aspects of her coming back as well, and not all of them might be for the better. That's all I'm going to say about that, you'll find out more in the next chapter where we catch a very small glimpse of a whole other side to our dear Time Lady. See you all tomorrow!


	6. Evolution of the Daleks

"These…humans will become like me," Sec said as he stood before the small group of prisoners, no one noticing the Doctor slip behind some machinery with the Professor, "Prepare them for hybridization."

The Pigmen closed in on Martha and the others, grabbing her, "Leave me alone! Don't you dare!"

And then 'Happy Days Are Here Again' began to play. Everyone stopped and looked around, trying to figure out where it was coming from.

"What is that sound?" Sec asked.

The Doctor stepped out, a radio in his hands while the Professor twisted the sonic in her hands, nervous, "That would be us," the Doctor set the radio down, "Hello. Surprise. Boo. Et cetera."

"Doctor," Sec glared, "Professor."

"The enemies of the Daleks!" Jast cried.

"Exterminate!" Thay aimed its laser arm at them.

"Wait," Sec gasped.

"Well, then," the Doctor blinked, just a bit surprised, "A new form of Dalek," he glanced at the Professor who nodded, standing there as he walked forward, "Fascinating and very clever."

"The Cult of Skaro escaped your slaughter."

"How did you end up in 1930?"

"Emergency Temporal Shift."

"Oh, that must have roasted up your power cells, yeah?" he scoffed, looking around, "Time was, four Daleks could have conquered the world but instead your skulking away, hidden in the dark, experimenting. All of which results in you."

"I am Dalek in human form."

"What does it feel like? You can talk to me, Dalek Sec. It is Dalek Sec, isn't it? That's your name? You've got a name and a mind of your own. Tell me what you're thinking right now."

"I…feel…humanity."

"Good. That's good."

"I…feel…everything we wanted from mankind, which is ambition, hatred, aggression, and war. Such…a genius for war."

"No," the Professor shook her head, "That's not what humanity means."

"I think it does," Sec looked over at her, "At heart, this species is so very…Dalek."

"Alright, so what have you achieved hen?" the Doctor asked, "With this 'Final Experiment,' eh? Nothing! 'Cos I can show you what you're missing with this thing," he walked back to the Professor's side, pointing at the radio as he set it down, "Simple little radio."

"What is the purpose of that device?" Caan asked.

"Well, exactly. It plays music. What's the point of that? Oh, with music, you can dance to it, sing with it…" he looked at the Professor with a smile, "Fall in love to it."

~/~\~

_He crept slowly into the music chamber of the Academy, listening to the beautiful melody playing through the air, filling his mind with such peace…he'd never heard anyone play so beautifully before. He paused at the door, opening it just a crack to peek through. His mouth dropped open, seeing Kata sitting before the Gallifreyan version of an Earth piano, smiling softly as she played a song, her eyes shut as she let the music flow from within her. It was a song of her own, he knew, he'd never heard anything like it before._

_Slowly, he made his way into the room, walking to stand in the small aisle that led to the little stage where the instruments were left, and stopped. He stood there for what seemed like hours, letting the music drift over him, though his eyes were focused on her as the music came to a close with a gentle note that hung through the air._

_He couldn't help it, he started to clap._

_Kata shot up from her seat and turned to face him, startled, "Theta!" she gasped, putting a hand over her racing hearts, "What are you doing here?"_

" _Why didn't you tell me you could play Kata?" he asked her instead, he knew she loved the music of their planet, he'd often heard her humming tunes under her breath, he'd even caught her dancing to it in the privacy of her rooms when he would sneak a visit to her. She was lovely when she danced, so graceful and fluid…so beautiful…_

_He shook his head, getting back to point._

" _I don't…" she said quickly, "This…this was just a bit of fun."_

" _That was more than fun," he smiled at her as he jumped on the stage, "That was magic."_

" _Theta…" she blushed._

" _That was beautiful. Really, just beautiful…you're beautiful…" he whispered the last one._

" _And_ you _are a horrible liar," she joked, not seeming to sense just how serious he'd been._

_He'd been noticing lately that his feelings for the girl before him had been shifting. He'd known her barely 100 years and during that time she'd been like a little sister to him, someone who needed to be taken care of, then a best friend, someone who he had to and wanted to protect…now..._

_He still felt that way, but it was so much more than that...he wanted to see her smile, be the one that made her smile, the one she turned to, the one to make her laugh, the only one she'd ever need…_

_His hearts constricted at the thought that one day she might fall in love with some boy and his place in her hearts would vanish…he didn't ever want that to happen, he loved her too much to lose her…_

_He blinked, startled at his train of thoughts. He loved her. He blinked again, a soft smile making its way onto his face, he did. He loved her so much, more than just a sister, more than just a friend, he honestly and truly loved her. His hearts felt light at the thought…it felt_ right _._

" _Will you play more for me Kata?" he asked her, looking at the instrument._

_She looked at him, startled at his request, but smiled nonetheless, looking more than a bit embarrassed, "For you Theta, anything."_

_He beamed at her, moving to lean on the instrument so he could watch her as she took her seat and began a new melody once more, unable to tear his eyes away from her, burning this moment into his memory, he never wanted to forget this day, the day he'd realized he loved her._

~/~\~

The Professor blushed as the memory of the Doctor's played in her mind, looking at him, stunned, but he just winked at her. She shook her head at him, promising they were going to talk about this later before turning to the matter at hand.

"Unless you're a Dalek of course," she told Sec, "Then it's just noise," she turned and flashed the sonic at the radio, creating a horrible, high-pitched wail. Sec held his hands over his ears, in pain, while the other Daleks raced around, erratic.

The Doctor grabbed her hand, "Run!" he shouted to the prisoners, the group running out of the room, the duo following.

"Protect the hybrid!" the Daleks were shouting as they fled, "Protect. Protect. Protect!"

Martha led the group through the sewers, the Doctor and Professor quickly catching up to her, dashing past her as she stopped, confused as to which way to go.

"Come on!" he shouted, "Move, move, move, move, move!" and led them down a tunnel, past a lost Tallulah, "And you, Tallulah! Run!"

"What's happened to Lazlo?" Tallulah cried.

"Everyone!" the Professor called, the squealing of Pigmen reaching them, when she spotted a ladder, ushering them to climb, "Up!"

~8~

Everyone was gathered around Hooverville, sitting around a fire, Martha and Tallulah sitting on crates while the Doctor and Professor stood before Solomon, trying to explain what had happened.

"These Daleks," Solomon frowned, "They sound like the stuff of nightmares. And they wanna  _breed_?"

"They're splicing themselves into human bodies," the Professor rubbed her head.

"If we're right," the Doctor sighed, "They've got a farm of breeding stock right here in Hooverville. We've got to get everyone out."

"Hooverville's the lowest place a man can fall," Solomon shook his head, "There's nowhere else to go."

"I'm sorry, Solomon. You've got to scatter. Go anywhere. Down to the railroads, travel across state, just get out of New York."

"There's got to be a way to reason with these things…"

"There's not a chance," Martha scoffed.

"You ain't seen 'em, boss," Frank agreed.

"Daleks are bad enough at anytime," the Professor explained, "But they're soldiers and, right now, they're vulnerable and that makes them more dangerous than ever."

"They're coming!" a man started shouting in the distance, blowing a whistle, "They're coming!"

"A sentry," Solomon looked up, "Must have seen something."

"They're here! I seen 'em! Monsters! They're monsters!"

"It's started," the Doctor muttered, squeezing the Professor's hand.

"We're under attack!" Solomon turned to the camp, "Everyone to arms!"

The men ran around, starting to grab what guns and weapons they could.

"I'm ready, boss," Frank grabbed a gun, "But all o' you find a weapon! Use anything!"

"Come back!" Solomon shouted as a few men ran off into the night, trying to get out, "We gotta stick together! It's not safe out there! Come back!"

The Pigmen ran into Hooverville, attacking the men, forcing them all back.

"We need to get out of the park," Martha looked around for a way out.

"We can't," the Professor said, more calm than she felt as she surveyed the area, "They're on all sides. They're driving people back towards us. Condensing the target."

The Doctor squeezed her hand again, sensing the edge of her training coming back.

"We're trapped," Tallulah gasped.

"Then we stand together," Solomon replied grimly, "Gather 'round. Everybody come to me. You there, Jethro, Harry, Seamus, stay together," the Pigmen forced them into a tight circle, "They can't take all of us!" and the men opened fire.

"If we can just hold them off till daylight…" Martha breathed.

"Oh, Martha," the Doctor looked up, "They're just the foot soldiers."

Everyone looked up to see Dalek Jast flying above them, "Oh, my God…"

"What in this world…" Solomon frowned.

"It's the devil!" the sentry cried, "A devil in the sky. God save us all. It's damnation."

"Oh yeah?" Frank glared, "We'll see about that!" he fired at the Dalek but the bullets did no damage at all.

The Professor reached out and pushed the rifle down, pulling it out of Frank's hands, "Firing like  _that_  is not going to work."

"There's more than one of them," Martha gasped as Caan joined them, the two soaring over the camp, firing at the settlement, causing explosions and fires to erupt.

"The humans will surrender!" Jast called.

"Leave them alone!" the Doctor shouted, "They've done nothing to you!"

"We have located the Doctor and Professor!" Caan reported.

Solomon stepped forward and the Doctor grabbed his arm, "No, Solomon. Stay back."

"I'm told that I'm addressin' the Daleks, is that right?" Solomon called, "From what I hear, you're outcasts, too."

"Solomon, don't…"

"Doctor, this is my township, you will respect my authority. Just let me try," he pulled his arm away and stepped forward again as the Doctor could only step back, shaking his head, "Daleks…ain't we all the same? Underneath, ain't we all kin?" he set his rifle down, "'Cos, see, I've just discovered this past day God's Universe is a thousand times the size I thought it was. And that scares me. Oh, yeah. Terrifies me. Right down to the bone. But it's got to give me hope…hope that maybe together we can make a better tomorrow. So I…I beg you now, if you have any compassion in your hearts, then you'll meet with us and stop this fight. Well…what do you say?"

"Exterminate!" Caan fired, killing Solomon dead.

"Oh, no!" Frank ran to Solomon's side as the camp screamed, "No! Solomon!"

"They killed him," Martha's eyes widened in fear, "They just shot him on the spot."

"Daleks!" the Doctor stalked forward, his arms out to his side as he confronted them, "Alright, so it's my turn! Then kill me! Kill me if it'll stop you attacking these people!"

"I will be the destroyer of one of our greatest enemies!" Jast aimed.

"Then do it! Do it! Just do it!" he beat his chest, "Do it!"

Jast readied its laser arm…

"Do it!"

And then a shot rang out, striking the Dalek right through the eyestalk, causing it to fly backwards a small ways, spinning, "Vision impaired!" it cried, "Vision impaired!"

Everyone looked back, startled, to see the Professor aiming the gun expertly, her focus on Jast, "Your shield density is now compromised!" she shouted up at them, a hard look in her eyes, a coldness in her voice that made the camp dwellers flinch, "Your systems won't restore in the time it would take me to fire one firm shot through your eyestalk, killing you dead. So, I suggest you  _stand down_!"

The Doctor looked at her, his eyes wide in concern as she morphed before his eyes into the hardened soldier he'd seen during the war. That shot alone…to damage a Dalek with a simple rifle…it was one in a million. But if the shot was launched perfectly, through the breach in their shields, and right directly through the eyestalk…

He shook his head, she always was a better shot than him.

"Stand down!" the voice of Sec called through Caan's comm. device, "I command you. Stand down!"

"I do not understand," Caan remarked, "It is the Professor!"

"But I want them both alive."

"The urge to kill is too strong."

"I have decided the Professor and the Doctor must live and you will obey me."

"I…obey."

The Professor waited, watching until the Daleks lowered their laser arms in submission before dropping the gun, her body shaking. The Doctor quickly made his way back to her side, hugging her to him, unable to say how relieved he was that the shift had only been temporary. While he loved every version of the Professor that he'd met, he had to admit that the war hardened soldier scared him. No, he wasn't scared  _of_  her, but  _for_  her, because he knew she was scared of herself when she was like that.

The Professor hugged him back, trying to push down the exhilarating feeling she'd gotten at making that shot, trying to bury how safe she'd felt holding even a simple human gun up to a Dalek, holding any kind of weapon against one…

"What's going on?" the Doctor called up to the Daleks after a few moments of inaction.

"Bring them to me," Sec ordered.

"You will follow," Jast restored.

"No!" Martha shouted, "You can't go!"

"We've got to go," the Doctor muttered, rubbing the Professor's back, "The Daleks just changed their minds. Daleks  _never_  change their minds."

"But what about us?"

He looked back at the people of Hooverville before facing the Daleks, "One condition! If we come with you, you spare the lives of everyone here! Do you hear me?"

"Obey the Doctor," Sec called.

"The humans will be spared," Jast reported, "Follow."

"Then I'm coming with you," Martha stepped up.

"You can't," the Professor said quietly, her voice shaking as much as she was, "The Daleks kill what they don't need alive. They need us. They'll kill you."

The Doctor nodded, "Martha, stay here. Do what you do best. People are hurt. You can help them. Let us go," Martha looked at them sadly but nodded. They turned to follow after the Daleks when the Doctor suddenly turned back, "Oh, and can I just say, thank you very much," he gripped her hand with both of his and winked at her, turning to rejoin the Professor, walking off, knowing the psychic paper he'd just slipped her would help her with what they needed her to do.

~8~

The Doctor and Professor were led into the Dalek lab once more, the Doctor stalking towards Dalek Sec, furious, pulling the Professor with him, not about to let her away from his side while surrounded by Daleks, "Those people were defenseless! You only wanted us, but no, that wasn't enough for you! You had to start killing 'cos that's the only thing a Dalek's good for!"

"The deaths…were wrong," Sec admitted.

"I'm sorry?"

"That man, their leader, Solomon, he showed courage."

"…and that's good?"

"That's excellent."

The Doctor eyed Sec a moment before looking at the Professor, "Is it me or is he becoming just a little bit more human?"

"You are the last of your kind," Sec looked at them, "And now I am the first of mine."

"What do you want us for?" the Professor asked him quietly.

"We tried everything to survive when we found ourselves stranded in this ignorant age. First we tried growing new Dalek embryos but their flesh was too weak."

"Yeah," the Doctor said darkly, "We found one of your experiments. Just left to die out there in the dark."

"It forced us to conclude what is the greatest resource of this planet, its people," he lifted a giant switch on the wall and the ceiling lit up, revealing hundreds of beds lying suspended in the air. He lifted another switch and one of the beds lowered, a shroud on it, "We stole them. We stole human beings for our purpose. Look…inside," the Doctor reached out and opened the shroud to reveal a pale, human man lying there, "This…is the extent of the Final Experiment."

"Is he dead?" the Doctor asked as the Professor reached out to touch the man's cheek.

"Near death," she whispered, pulling her hand back, "His mind is wiped."

"Yes," Sec nodded, "And ready to be filled with new ideas."

"Dalek ideas," the Doctor nearly spat.

"The Human-Dalek race."

"All of these people. How many?"

"We have caverns beyond this storing more than a thousand."

"Is there any way to restore them? Make them human again?"

"Everything they were has been lost."

"So they're like shells. You've got empty human beings ready to be converted. That's going to take a hell of a lot of power. This planet hasn't even split the atom yet. How're you gonna do it?"

"Open the conductor plan," Sec called, turning to a computer screen where an animated graph of the Empire State Building appeared.

"Yeah, yeah, yeah," the Doctor nodded as they walked over to look at it, "The Empire State Building. We're right underneath that. The Professor worked that out already, thanks. But what, you hijacked the whole building?"

"We needed an energy conductor."

"What for?"

"I…am the genetic template. My altered DNA was to be administered to each human body. A strong enough blast of gamma radiation can splice the Dalek and human genetic codes and wake each body from its sleep."

"Gamma radiation? What are…oh, the sun. You're using the sun."

"The greatest solar flare for a thousand years is going to hit the Earth very soon," the Professor realized, recalling the date. She looked back at the plans, "The radiation will be drawn to the energy conductor and when it strikes…"

"The army wakes," the Doctor sighed, glancing at Sec, "I still don't know what you need us for."

"Your genius," Sec replied, "Consider a pure Dalek, intelligent but emotionless."

"Removing the emotions makes you stronger. That's what your creator thought all those years ago."

"He was wrong."

"He was what?"

"It makes us lesser than our enemies. We must return to the flesh. And also…the heart."

"You wouldn't be the supreme beings anymore."

"And that is good."

"That is incorrect," Thay called from behind them.

"Daleks are supreme," Jast agreed.

"No, not anymore," Sec shook his head.

"But that is our purpose."

"Then our purpose is wrong! Where has our quest for supremacy led us? To this. Hiding in the sewers on a primitive world. Just four of us left. If we do not change now then we deserve extinction."

"So you want to change everything that makes a Dalek a Dalek," the Professor remarked, eyeing him.

"If…you can help me," he nodded, looking at them, "Your knowledge of genetic engineering is even greater than ours. The new race must be ready by the time the solar flare erupts."

"But you're the template," the Doctor frowned, "I thought they were getting a dose of you."

"I want to change the gene sequence."

"To make them even more human?" the Professor asked.

"Humans are the great survivors. We need that ability."

"Hold on a minute," the Doctor shook his head, gesturing to the Daleks, "There's no way this lot are gonna let you do it."

"I am their leader."

"Oh, and that's enough for you, is it?" he looked back at the Daleks.

"Daleks must follow orders," Jast replied.

"Dalek Sec commands, we obey," Thay agreed.

"If you don't help me…nothing will change," Sec told them.

"There's no room on Earth for another race of people," the Doctor argued.

"You have your TARDIS. Take us across the stars. Find us a new home and allow the new Daleks to start again."

"When's that solar flare?"

"Eleven minutes."

"Right then," he nodded, "Good thing we've got the Professor," he grinned at her, "Ready for this?"

"If you want to do this," she sighed, "I suppose I'll have to be."

He squeezed her hand, "Better get to work."

~8~

The Doctor was standing in the lab, checking the equipment, while the Professor went over the readings, "There's no point in chromosomal grafting," she called to him, "It's too erratic. We need to split the genome and force the Human-Dalek sequence right into the cortex."

"We need more chromatin solution," Sec called to the Daleks.

"The pig slaves have it," Thay replied as the Pigmen walked in, carrying a large crate.

The Doctor and Professor looked over, spotting Lazlo among them, "These pig slaves…" the Doctor looked at Sec, "What happens to them in the grand plan?"

"Nothing," he replied, "They're just simple beasts. Their lifespan is limited. None survive beyond a few weeks."

"Can I have your records of the experiments?" the Professor called.

Sec nodded, motioning for Jast to get the reports on the Pigmen before calling out, "Power up the engine feeds."

"Lazlo," the Doctor said quietly, walking over to him as the Professor waited for the records while she worked on the solution, "We can't undo what they've done to you, but they won't do it to anyone else."

"Do you trust him?" Lazlo whispered.

"I know that one person can change the course of history. Right idea in the right place at the right time is all it takes. I've got to believe it's possible."

"The line feeds are ready," Caan reported.

The Doctor rushed over to where the Professor was standing by a bunch of tubes. She handed him a syringe which he used to extract the solution, "Then it's all systems go."

"The solar flare is imminent," Sec stated, "The radiation…will reach Earth in a matter of minutes."

"We'll be ready for it," he inserted the syringe into one of the main feeding tubes and injected it, "That compound will allow the gene bonds to reconfigure in a brand new pattern. Power up!"

One of the Pigmen turned on a power switch along with Lazlo as Sec called out, "Start…the line feeds."

Caan started up the machinery and they watched the solution move through the tubes.

"There goes the gene solution," the Doctor muttered.

"The life blood."

They watched as it reached the bodies by the ceiling only for an alarm to start blaring, "What's that?"

"What's happening? Is there a malfunction? Answer me!"

"No!" the Professor called from a computer reading, "It's the gene feed! They're overriding the gene feed!" the Doctor ran over to her side, helping her try to stop the process.

"Impossible. They cannot disobey orders."

"The Doctor and Professor will step away from the controls," Jast threatened, aiming its laser at them, forcing them back.

"Stop! You will not fire."

"They are the enemies of the Daleks."

"And so are you," Thay turned on Sec, its weapon aimed.

"I am your commander. I am Dalek Sec."

"You have lost your authority," Caan rolled over.

"You are no longer a Dalek," Jast agreed.

"What have you done with the gene feed?" the Professor called.

"The new bodies will be 100 percent Dalek," Caan reported.

"No!" Sec cried, "You can't do this!"

"Pig slaves, restrain Dalek Sec, the Professor, and the Doctor," Thay ordered.

Two Pigmen came forward and grabbed Sec while Lazlo grabbed the Doctor and Professor's arms.

"Release me!" Sec commanded, "I created you. I am your master."

"Solar flare approaching."

"Prepare to intercept," Jast rolled towards the machinery.

"There's the lift," Lazlo commented as the lift bell dinged.

"After you," the Doctor said, ushering the Professor towards it, "Lady's first."

They ran past the Pigmen and into the lift, "The Doctor and Professor are escaping!" Thay shouted, "Stop them! Stop them!"

The Pigmen followed but were too late, the lift doors closed as Lazlo leaned against the wall, panting.

"We've only got minutes before the gamma radiation reaches the Earth," the Doctor remarked, "We need to get to the top of the buildi…Lazlo, what's wrong?"

"Are you alright?" the Professor reached out and put a hand on his forehead.

"Out of breath," Lazlo waved her off, "It's nothing. We've escaped them. That's all that matters."

The Doctor looked at her and she could only shake her head, his body was failing.

They had little time to think on that though as a few moments later the lift doors opened on the top floor, Martha spinning around as they stepped out.

"Doctor!" she cheered, "Professor!"

"First floor, perfumery," he smiled.

"It's good to see you Martha," the Professor smiled slightly.

"I never thought I'd see you again," Tallulah ran over to hug Lazlo tightly.

"No stopping me," Lazlo told her.

"We worked it out," Martha led them over to the plans, "We know what they've done. There's Dalekanium on the mast. And it's good to see you too, by the way."

The Professor laughed as the Doctor just pulled her into a hug, spinning her around only to drop her abruptly when the bell dinged and the lift closed again. He ran over, trying to stop it with the sonic, "No, no, no. See, never waste time with a hug!" he flashed the sonic over it but nothing worked, "It's a deadlock seal. I can't stop it."

"Where's it going?"

"Right down to the Daleks. And they're not going to leave us alone up here. What's the time?"

"11:15," Frank replied.

"Six minutes to go," he looked around, "We've got to remove the Dalekanium before the gamma radiation hits."

"Gammon radiation?" Tallulah frowned, "What the heck is that?"

Martha led them over to an open construction area where they got a full view of the city and the height.

The Doctor quickly pulled the Professor back behind him a bit, "Oh, that's high. That's very…blimey, that's high."

"And we've got to go even higher," Martha told him, "That's the mast up there, look. There's three pieces of Dalekanium at the base. We've got to get 'em off."

The Doctor looked at her, "That's not 'we.' That's just me."

"I won't just stand here and watch you…"

"No, you're gonna have your hands full, anyway. I'm sorry, Martha, but you've got to fight," Martha sighed before turning to run back inside. He turned to look at the Professor, seeing her tense at height, "Go help Martha, I'll do this," he'd learned his lesson from when she'd climbed the TV pylon.

She swallowed hard, "Are you sure?"

She didn't want to admit just how much she  _didn't_  want to be the one climbing up.

He nodded and turned to start climbing the scaffolding while the Professor ran back inside and over to the others standing by the lift. She picked up some piping, seeing the others with their own makeshift weapons in hand.

"The lift's coming up," Martha breathed, watching the counter.

"I shoulda brought that gun," Frank grumbled.

"Tallulah, stay back," Lazlo looked at her, "You too, Martha, Professor. If they send pig slaves, they're trained to kill."

"The Doctor needs me to fight," Martha shook her head, "I'm not going anywhere!"

"They're savages. I should know. They're trained to slit your throat with their bare teeth."

"And I've ripped out the throats of enemies with my bare hands," the Professor replied darkly, startling them with that piece of information, "I'm  _not_  going."

The horrible thing was that…it was true.

During the war the Daleks didn't always fight just themselves, they'd made other creatures in their experimentations, beasts that would follow their orders and fight, much like the Pigmen but infinitely more vicious.

Martha just looked at the Professor, stunned at that fact. She knew the Professor had been a soldier during the war, but she hadn't quite believed it when the Doctor told her she was the best of the best. Now though…hearing that…having seen her handle that gun...it wasn't as hard to imagine.

Her thoughts were cut off when Lazlo suddenly collapsed.

"Lazlo?" Tallulah cried, "What is it?"

"No, it's nothing," Lazlo tried to stand, "I'm fine. Just leave me…" he fell back down and leaned against the wall, Tallulah moving to help him rest against a column a little farther back.

"Oh, honey, you're burnin' up," she breathed, putting a hand on his forehead, "What's wrong with you? Tell me."

"One man down and we ain't even started yet," Frank muttered.

"It's not looking good," Martha had to agree.

"When the lift opens," the Professor told them, her grip on her two pipes tightening as her body tensed unwillingly, ready for a fight she was loathe to face, "Get behind me."

Martha opened her mouth to argue when a roar of thunder rumbled behind them, she looked back, seeing lightning flash across the sky, "Wait a minute. Lightening!" she dropped her weapon and ran to the other end of the room. Frank and the Professor exchanged a glance, watching her a moment, till they saw her lugging a metal rod in from outside. Their eyes widened, realizing her plan, and moved to help. Frank grabbed some more rods while the Professor arranged some crates and furniture along the floor so the rods wouldn't touch the ground.

"Aw, you'll be alright, sweetheart," Tallulah cooed to Lazlo, "Don't you worry," before looking up at the trio getting to work, "What the hell are you three clowns doin'?"

"Even if the Doctor stops the Dalekanium, this place is still gonna get hit," Martha reasoned, "Great big bolt of lightning, electricity all down this building. Connect this to the lift and they get zapped."

"Oh my God, that could work!"

"Then give us a hand!" Frank grumbled as they got the last rod in place.

"Is that gonna work?" Tallulah looked out.

"It's got to," Martha whispered.

"I've got it all piped up to the scaffolding outside," Frank replied.

"Come here, Frank and sit in the middle and don't touch anything metal," Martha called, "Professor over here," she called as they all gathered against the column by Lazlo. They huddled there, watching as the lift rose up to their floor, the doors sliding open just as a bolt of lightning struck the mast and passed along the rods straight to the lift, striking the Pigmen, electrocuting them.

A moment later, it was over.

The group stood up and walked over to the lift, looking down at the Pigmen.

"You did it, Martha," Tallulah breathed.

"They used to be like Lazlo," she mumbled, "They were people and I killed 'em."

"No, the Daleks killed them," Lazlo shook his head, "Long ago."

"The Doctor!" the Professor gasped suddenly. They turned and ran outside, Martha and the Professor quickly climbing the scaffolding to find him lying on his back, unconscious, at the base of the mast.

"Doctor!" Martha called as they knelt beside him, "Doctor! Look what we found halfway down."

The Professor held up the sonic, "You're getting careless."

The Doctor groaned, "Oh my head."

"Hiya," Martha breathed, relieved.

"Hi. You survived then?"

"So did you. Just about. I can't help noticing…there's Dalekanium still attached..."

The Doctor sat up with a jolt and looked over to see the metal still there.

~8~

It had taken some doing, but with the Doctor's help, the Professor had managed to climb down the scaffolding. She'd been far too concerned about him to even notice the height until they'd had to come back down. But they managed.

They stood, looking out at the city, "The Daleks will have gone straight to a war footing," the Professor remarked, "They'll be using the sewers, spreading their soldiers out underneath Manhattan."

"How do we stop them?" Lazlo frowned.

"There's only one chance," the Doctor said, "I got in the way. That gamma strike went zapping though me first."

"But what does that mean?" Martha shook her head.

"We need to draw fire," the Professor nodded, "Before they can attack New York."

The Doctor agreed, "We need to face them…" he sighed and walked back into the office, "Think, think, think, think. We need some sort of space, somewhere safe, somewhere out of the way. Tallulah!"

"That's me," she waved, "Three Ls and an H."

"The theater! It's right above them, and, what, it's gone midnight? Can you get us inside?"

"Don't see why not."

"Is there another lift?"

"We came up in the service elevator," Martha told him.

"That'll do. Allons-y!"

"I'm starting to think I should pick up a phrase like that too," the Professor commented as they ran for the lift.

"Really?" he looked at her.

She shrugged, "I don't suppose I could pull it off very well though. Need to have a talent for that."

He looked at her a moment before grinning widely at her hidden compliment. She'd been very good at giving him those during their time at the Academy. She'd make off comments that, to others, sounded like a wistful thought or a passing remark but that he could see were meant to be praise for him. It made his hearts swell to see that coming back as well.

~8~

The group arrived in the darkened theater, "This should do it," the Doctor looked around, "Here we go," he pulled out the sonic and switched it on, listening for the right frequency.

"There ain't nothin' more creepy than a theater in the dark," Tallulah murmured when Lazlo fell into one of the chairs beside her, "Lazlo, what's wrong?"

"Nothing," he took her hand as she sat beside him, "It's just so hot."

"But…it's freezing in here. Doctor, what's happening to him?"

"Not now, Tallulah," the Doctor said softly, "Sorry."

"What are you doing?" Martha asked, watching him.

"If the Daleks are going to war, they'll want to find their number one enemies," the Professor explained, "He's telling them where we are."

He held up his sonic and flicked it on.

~8~

"We're telling you to go," the Doctor stood before Martha a short time later, "Frank can take you back to Hooverville."

"And I'm telling you I'm not going," Martha argued.

"Martha, that's an order."

"Who are you, then? Some sort of Dalek?"

The doors slammed open, cutting off the Doctor's reply, the Human Daleks walking in, down the aisles with their guns ready.

"Oh, my God!" Tallulah gasped, "Well I guess that's them then, huh?"

"Humans…with Dalek DNA," the Professor nodded.

Frank moved to attack them but the Doctor pulled him back, "It's alright. Just stay calm. Don't antagonize them."

"But what about the Dalek masters?" Lazlo asked, "Where are they?"

As though hearing his words the stage exploded, forcing them to duck down behind the seats for cover. They peered over them as the smoke cleared to see Daleks Jast and Thay moving forwards with Sec chained between them, crawling.

"The Doctor and Professor will stand before the Daleks!" Thay ordered. The Doctor and Professor exchanged a small glance before stepping onto the backs of the chairs, walking forward a few rows to stand before them, "You will die. It is the beginning of a new age."

"Planet Earth will become New Skaro," Jast agreed.

"Oh, and what a world," the Doctor shook his head, "With anything just the slightest bit different ground into the dirt. That's Dalek Sec. Don't you remember? The cleverest Dalek ever and look what you've done to him. Is that your new empire? Hmm? Is that the foundation for a whole new civilization?"

"My Daleks…" Sec pleaded, "Just understand this. If you choose death and destruction, then death and destruction will choose you."

"Incorrect," Thay replied, "We will always survive."

"Now we will destroy our greatest enemies, the Doctor and Professor!" Jast cried.

"But they can help you," Sec told them.

"The Doctor and Professor must die."

"No, I beg you, don't."

"Exterminate!" Thay ordered.

Sec jumped up as Thay fired, striking him instead of the Doctor or Professor.

"Your own leader," the Professor shook her head at them, disgusted.

"The only creature who might have led you out of the darkness and you destroyed him," the Doctor looked at the Human Daleks, "Do you see what they did? Huh? You see what a Dalek really is?" he looked back at the Daleks, "If we're gonna die, let's give the new boys a shot. What do you think, eh? The Human Daleks. Their first blood. Go on, baptize them," he held his arms out, taking the Professor's hand as she stood beside him.

"Human Daleks, take aim," Jast ordered and the Human Daleks cocked their weapons, aiming.

"What are you waiting for? Give the command!"

"Exterminate!" Thay cried, but nothing happened, "Exterminate!" still nothing.

"Obey," Jast ordered, "Human Daleks will obey."

"Not firing," Martha breathed before looking at the Doctor, "What have you done?"

"You will obey!" Thay shouted, "Exterminate."

"Why?" one of the male Human Daleks asked.

"Daleks do not question orders."

"But why?"

"You will stop this."

"But…why?"

"You must not question."

"But you are not our master. And we…we are not Daleks."

"No, you're not, and you never will be," the Doctor agreed as he turned to the Daleks, "Sorry, I got in the way of the lightning strike. Time Lord DNA got all mixed up. Just that little bit of freedom."

"If they will not obey, then they must die," Jast shouted, firing at the man who had questioned them.

"Get down!" the Professor shouted as they all ducked down behind the seats, the two sides firing at each other.

"Exterminate! Exterminate!"

"Use the seats for more cover!" the Professor ordered the Human Daleks and, seeing the logic in her words, they did so, still firing.

They watched as the Daleks were destroyed one by one by their own creations. The Human Daleks slowly stopped firing as they all stood up, the Doctor walking over to them, "It's alright. It's alright. It's alright. You did it. You're free."

A moment later, though, all the hybrids grabbed their heads and screamed in pain.

"No!" the Professor shouted, realizing what was happening.

But it was too late.

The Human Daleks crumbled to the ground, dead.

"They can't!" the Doctor shook his head, "They can't! They can't!"

Martha ran over to them, "What happened? What was that?"

"They killed 'em. Rather than let them live. An entire species. Genocide."

"Only two of the Daleks have been destroyed," the Professor realized, looking at the Doctor, "One of the Daleks is still alive."

He stood up, "Oh, yes. In the whole Universe, just one."

~8~

The Doctor and Professor walked into the Dalek lab to see one lone Dalek still connected to a battle computer at the end of the room. The Professor stood by the Doctor's side, her hand in his. He knew she didn't want to be there, but she would go because he needed her with him. They'd always promised to stand by each other, support each other, and so she had. She kept that promise even now, facing an enemy she'd rather eradicate than offer the chance to live. But she would do it…for him.

"Now what?" the Doctor asked the Dalek.

"You will be exterminated."

"Yeah, yeah, yeah, yeah. Just think about it, Dalek…what was your name?"

"Dalek Caan."

"Dalek Caan," he nodded, walking forward, "Your entire species has been wiped out. And now the Cult of Skaro has been eradicated. Leaving only you. Right now you're facing the only ones in the Universe who might show you some compassion. 'Cos I've just seen one genocide. I won't cause another. Caan…let me help you. What do you say?"

"Emergency Temporal Shift!"

The Doctor lunged forward just as Caan disappeared, leaving the wires hanging around, but was too late.

"Doctor!" Martha shouted from behind them, "Professor! He's sick!" they looked back to see her and Tallulah carrying a struggling Lazlo into the room, laying in on the floor as he panted, trying to breathe, "It's okay. You're alright," they ran over and knelt beside him, "It's his heart. It's racing like mad. I've never seen anything like it."

"What is it, Doctor?" Tallulah looked up with tears in her eyes, "What's the matter with him? He says he can't breathe? What is it?"

"It's time, sweetheart," Lazlo rasped.

"What do you mean 'time?' What are you talking about?"

"None of the slaves…survive for long. Most of them only live a few weeks. I was lucky. I held on 'cos I had you. But now…I'm dyin', Tallulah."

"No you're not. Not now, after all this. Doctor, can't you do somethin'?"

The Doctor shook his head sadly, "The Pigmen had only a few weeks to live…and without knowing exactly what they did…"

The Professor cleared her throat. They looked over to see her holding up a small file with a smile on her face, "A complete catalogue of the Pigmen experimentations."

The Doctor stared at her a moment before a grin broke out of his face, "Oh, you are brilliant!" he reached forward and pulled her into a kiss before turning to Tallulah, "Oh, Tallulah with three Ls and an H…just you watch us!" he jumped to his feet with the Professor, "What do we need? Oh, I don't know. How about a great big genetic laboratory? Oh look, we've got one. Lazlo, just you hold on."

The Professor handed him a few pages as she kept one and ran to a tray of solutions, mixing things together for a serum.

"There's been too many deaths today," the Doctor continued as he ran to the equipment and got it ready, "Way too many people have died. Brand new creatures and wise old men and age old enemies. And I'm tellin' you, I'm tellin' you right now, we are not having one more death! Got that? Not one! Tallulah, out of the way," he ran over and put a stethoscope to Lazlo's chest, "The Doctor is in."

~8~

The Doctor, Professor, Martha, Tallulah, and Lazlo stood in front of the entrance to Hooverville, Lazlo bundled up in a trench coat and a hat.

"Well," Frank called as he walked over, "I talked to 'em and I told 'em what Solomon would've said and I reckon I shamed one or two of 'em."

"What did they say?" the Doctor asked.

"They said yes," Tallulah laughed and hugged Lazlo, "They'll give you a home, Lazlo. I mean, uh, don't imagine people ain't gonna stare. I can't promise you'll be at peace but, in the end, that is what Hooverville is for, people who ain't got nowhere else."

"Thank you," Lazlo looked at the Doctor and Professor, "I…I can't thank you enough."

~8~

Back on Liberty Island, the trio were looking back at the Manhattan skyline, "Do you reckon it's gonna work, those two?" Martha asked.

"I don't know," the Doctor muttered, his arm around the Professor's shoulders, "Anywhere else in the Universe, I might worry about them, but New York, that's what this city's good at. Give me your tired, your poor, your huddled masses, and maybe the odd pig-slave-Dalek-mutant-hybrid too."

Martha laughed, "The pig and the showgirl."

The Professor smiled, "The pig and the showgirl."

"Just proves it, I suppose. There's someone for everyone."

"There certainly is," the Doctor agreed, squeezing the Professor just a bit as they walked back to the TARDIS.

Martha paused, sighing, "Meant to say…sorry."

"What for?" the Professor looked at her.

"Just 'cos that Dalek got away. I know what that means to you. Think you'll ever see it again?"

The Doctor nodded, unlocking the TARDIS, "Oh yes," Martha entered and the two Time Lords paused in the doorway, "One day," before closing it and heading inside.

~8~

"Was that  _really_  the day you fell in love with me?" the Professor asked as they laid cuddled in bed that night, allowing Martha a rest up in her room before they brought her home.

"I'm not sure," he admitted, "It was definitely the day I  _realized_  I loved you…can't say when I actually fell."

He should have realized it earlier, if he were being completely honest with himself. Bondings were a sacred event on their planet, their names being the most closely guarded secret they would ever have. And yet...having known the Professor only 40 years, he'd told her his name when he was 50 and her 48. Children always had that friend you'd claim to marry one day, and it  _could_  have been like that for them, promising to Bond but being well...foolish children. But  _those_  children would have NEVER revealed their names. And yet they  _had_. Perhaps, even then, he knew she really would be his Bonded one day. He'd always been drawn to her, felt connected to her, from the moment he met her...and that had prompted him to reveal his name to her. He  _should_  have realized it then...

She smiled, "I know when I fell."

"Oh?" he looked at her, snapped out of his thoughts.

"I'd just spilled my drink all down the front of you and  _you_ , instead of going off at  _me_ , were more worried about my wrist than yourself," she rolled over to look at him, "No one had ever been that concerned about me, that kind to me,  _ever_ , not even the other children," she looked at him softly, "I knew you were something else, that you were special…would be special…to me."

He beamed at her, "Well then, I've never been happier to be covered in Guvino juice," he sighed, "I can't believe it took me nearly 100 years to realize I loved you though."

"Well…" she grinned impishly, "You never  _could_  think as fast as me."

And with that she burst out laughing till he leaned over to give her a deep kiss.

* * *

**Notes for the Chapter:**

> Working through her regeneration, opening herself up to the things she'd buried, has left our dear Professor with resurfacing reactions. We've escalated from simple defense with her hands to use of weapons now. I wonder what that will mean for her? All I can guarantee is that this will not be the last time we see the Professor using a weapon to protect someone in this story. Hmmm...in fact we may see that again sooner than you think :)
> 
> As for the flashback, I'm thinking of adding about three of them per story. Some from the Doctor, some the Professor, some of the war, others of before it.


	7. The Lazarus Experiment

The Doctor and Professor ran around the console, working the controls as Martha held onto it for dear life, watching them as they landed.

"There we go…perfect landing, which isn't easy in such a tight spot," the Doctor grinned.

"You should be used to tight spots by now," Martha remarked.

"You would think so, wouldn't you?" the Professor joked, nudging the Doctor in the stomach playfully.

"Where are we?"

"The end of the line," the Doctor replied as Martha grinned and ran to the door, "No place like it."

She stepped out, only to stop short in disappointment, finding herself in the bedroom of her flat, "Home. You took me home?"

"In fact," the Doctor stepped out, the Professor closing the door behind them, "The morning after we left, so you've only been gone about 12 hours. No time at all, really."

"But all the stuff we've done, Shakespeare, New New York, Old New York…" Martha shook her head as they looked around.

"Yep, all in one night, relatively speaking. Everything should be just as it was, books, CDs," he picked up a pair of panties as it dried on a rack, "Laundry…" Martha snagged it off his finger, "So, back were you were, as promised."

"This is it?"

He inhaled deeply, "Yeah, we should probably…um…" he trailed off as Martha's phone began to ring.

"Hi!" the machine picked up, "I'm out! Leave a message!"

"I'm sorry," Martha said.

"Martha, are you there?" her mother's voice came on, "Pick it up, will you?"

"It's mum. It'll wait."

"Alright then, pretend that you're out if you like. I was only calling to say that your sister's on TV. On the news of all things. Just thought you might be interested."

Martha's eyes widened and she turned to the television in the corner of the room, switching it on. An old man was standing before a crowd, giving a press conference, her sister Tish standing behind him, "The details are top secret…"

"How could Tish end up on the news?" Martha wondered.

"Tonight, I will demonstrate a device…"

"She's got a new job. PR for some research lab."

"…with the push of a single button, I will change what it means to be human."

Martha switched it off and turned back to them, "Sorry. You were saying we should…"

"Yes, yes, we should," he nodded, looking at the Professor, "One trip is what I said."

The Professor frowned at that, she'd been trying to get the Doctor to let Martha stay on as their new Companion but he was hesitant.

"Yeah. I suppose things just kind of…escalated."

"Mmm. Seems to happen to me a lot."

"Thank you. For everything."

"It was our pleasure," the Professor smiled at her lightly, reaching forward to hug her before the two of them stepped into the TARDIS.

Martha stepped back, watching as it disappeared, with tears in her eyes. She sighed and turned around to clean up when the wheezing sound began again. She turned back to see the TARDIS reappear, the Doctor opening the door and popping his head out, "No, I'm sorry. Did he say he was going to change what it means to be human?"

~8~

The trio were walking down the street that night, Martha dressed in a lovely sleeveless, V-necked, purple dress that went to her knees, her hair down while the Professor was wearing an elegant set of dress pants, a white buttoned shirt, and a black vest, her hair clipped back into a bun. Both women were watching the Doctor, amused, as he fussed with the cuffs of his suit.

"Oh, black tie," he muttered, "Whenever I wear this, something bad always happens."

"It's not the outfit," the Professor laughed, "That's just you."

"I think it suits you," Martha added, "In a James Bond kind of way."

"James Bond?" he asked a bit derisively before considering it a moment, "Really?"

Martha and the Professor laughed as they approached the impressive entrance to Lazarus Laboratories. The room inside was huge, a reception area where the guests were mingling. Martha looked around at the people walking past, all sharply dressed, important looking. The Professor, though, was focused more on the large white cabinet in the center of the room surrounded by four pillars with a slight curve at the top. And the Doctor…was more interested in the hors d'oeuvres being passed around.

"Oh, look, they've got nibbles!" he snatched a handful off the tray of a passing waiter, "I love nibbles!" he tossed one into his mouth when Tish caught sight of them.

"Hello," she grinned, walking over.

"Tish!" Martha hugged her.

"You look great. So, what do you think? Impressive, isn't it?"

"Very."

"And two nights out in a row for you, that's dangerously close to a social life."

"If I keep this up, I'll end up in all the gossip columns."

"You might, actually. Keep an eye out for photographers. And mum, she's coming too, even dragging Leo along with her."

"Leo in black tie? That I must see," Tish glanced at the Doctor and Professor, "This is, uh, the Doctor and the Professor.

"Hello," the Doctor shook her hand.

"Are they with you?" Tish asked Martha as the Professor shook her hand as well.

"Yeah," Martha nodded.

"But they're not on the list. How did they get in?"

"He's my plus one!"

"And I'm here at the request of my mother," the Professor added, "He couldn't make it, sent me instead. Hello."

"So, this Lazarus bloke, he's your boss?" the Doctor steered the conversation away.

"Professor Lazarus, yes," Tish nodded, "I'm part of his executive staff."

"She's in the PR department," Martha rolled her eyes.

"I'm  _head_  of the PR department, actually."

"You're joking."

"I put this whole thing together."

"So do you know what the professor's going to be doing tonight?" the Doctor asked, "That looks like it might be a sonic…"

"Micro-field manipulator," the Professor nodded, finishing his thought.

Tish eyed them, "They're science geeks. I should've known. Gotta get back to work now. I'll catch up with you later."

"Science geeks?" the Doctor frowned as Tish left, "What does that mean?"

"That we're obsessively enthusiastic about it," the Professor answered.

"Oh, nice," he nodded before glancing at the Professor, ' _Though…there really is only one thing in the Universe I'm obsessively enthusiastic about._ '

She frowned and looked at him, ' _What?_ '

He just gave her a pointed look which made her blush. Luckily Martha didn't seem to notice their silent exchange as her mother and brother had walked through the door.

"Martha!" her mother called.

Martha ran over to her, hugging her tightly, "Mum!"

"Oh," her mother laughed, hugging her back, "Alright, what's the occasion?"

"What do you mean? I'm just pleased to see you, that's all."

"You saw me last night."

"I know. I just…miss you. You're looking good, Leo."

"Yeah. If anyone asks me to fetch 'em a drink, I'll swing for him."

Her mother smiled but then noticed the Doctor standing behind Martha, "You disappeared last night."

"I...just went home," Martha replied.

"On your own?"

"These are friends of mine, the Doctor," Martha introduced.

"Doctor what?" her mother cut in.

"No, it's just the Doctor. And she's the Professor…"

"Professor of what?"

"Just…just the Professor. We've been doing some work together."

"Yeah, alright," the Doctor shook Leo's hand and then Mrs. Jones's.

"Lovely to meet you, Mrs. Jones," the Professor shook her hand as well.

"Heard a lot about you."

"Have you?" Mrs. Jones eyed them, "What have you heard, then?"

"Oh, you know, that you're Martha's mother and…um…no, actually, that's…that's about it. We haven't had much time to chat, you know, been busy."

"Busy? Doing what, exactly?"

"Oh…you know…stuff."

There was a tapping on a glass as the old man from the telly, Professor Lazarus stood in front of the cabinet, before the group, "Ladies and gentlemen, I am Professor Richard Lazarus and tonight I'm going to perform a miracle. It is, I believe, the most important advance since Rutherford split the atom, the biggest leap since Armstrong stood on the moon. Tonight, you will watch and wonder. Tomorrow, you'll awake to a world which will be changed forever," he turned and entered the cabinet, two female technicians starting the machinery from a bank near the side of the room.

There was a high-pitched whir and a bright blue light began to shine around the cabinet as the pillars spun around, creating an energy field. They started to rotate, going faster and faster around the cabinet, when a warning bell went off.

"Something's wrong," the Doctor realized, "It's overloading!" they looked at the technicians who were unable to stop it, the panels exploding. The Doctor ran to them, jumping over a low desk, and aiming the sonic at the controls while the Professor ran over and began examining the readings on the computer.

"Somebody stop them!" Lady Thaw, Lazarus's backer, shouted, "Get away from those controls!"

"If this thing goes off, it'll take the whole building with it. Is that what you want?"

"Got it!" the Professor shouted, overriding the controls and shutting down the cabinet.

Martha ran over to the doors of the cabinet as the Doctor and Professor ran to join her, "Get it open!" he shouted.

She pulled the door open and they all watched, stunned, as, through the smoke, Lazarus emerged, 40 years younger. The photographers snapped his picture as they looked up at him, amazed.

"Ladies and gentlemen!" he shouted, "I am Richard Lazarus. I am 76 years old and I am reborn!"

Applause resounded.

~8~

The Doctor stood, studying the outside of the machine while Martha watched Lazarus speak to his party goers, taking pictures. The Professor stood on the small steps that led into the cabinet and looked intently at her hand as she ran it along the inside slowly, scanning for something.

"It can't be the same guy," Martha shook her head, "It's impossible. It must be a trick."

"No, it's not," the Professor stepped back, looking at her hand, "I wish it were."

"What just happened, then?"

"He just changed what it means to be human," the Doctor sighed as they walked over to him.

"I'm famished," Lazarus was saying to Thaw as he stuffed a handful of nibbles into his mouth.

"Energy deficit," the Professor recognized.

"Always happens with this kind of process," the Doctor remarked.

"You speak as if you see this every day…" Lazarus trailed, eyeing them.

"Professor," she introduced.

"Doctor," the Doctor added, "And, well, no, not every day, but I have some experience in this kind of transformation, we both have."

"That's not possible," Lazarus shook his head.

"Using hypersonic sound waves to create a state of resonance," the Professor stated.

"That's…that's inspired," the Doctor had to agree.

"You understand the theory, then," he looked at them, impressed.

"Enough to know that you couldn't possibly have allowed for all the variables," the Professor frowned.

"No experiment is entirely without risk."

"That thing nearly exploded," the Doctor argued, "You might as well have stepped into a blender."

"You're not qualified to comment," Thaw glared at them.

"If we hadn't stopped it, it would have exploded."

"Then I thank you, Doctor, Professor," Lazarus smiled, "But that's a simple engineering issue. What happened inside the capsule was exactly what was supposed to happen. No more, no less."

"You've no way of knowing that until you've run proper tests," Martha countered.

Lazarus laughed, "Look at me! You can see what happened. I'm all the proof you need."

"This device will be properly certified before we start to operate commercially," Thaw assured them with a grin.

"Commercially?" Martha's eyes widened, "You are joking. That'll cause chaos."

"Not chaos," Lazarus argued, "Change. A chance for humanity to evolve, to improve."

"This isn't about improving," the Doctor glared at him, "It's about you and your customers living a little longer."

"Not a little longer, Doctor. A lot longer. Perhaps indefinitely."

"Richard, we have things to discuss," Thaw cut in, "Upstairs," she turned and walked off.

"Goodbye, Doctor, Professor," he nodded at them as he moved to follow Thaw, "In a few years, you'll look back and laugh at how wrong you were."

He reached out and shook the Professor's hand, not seeming to notice her flinch, before he kissed the back of Martha's hand.

"Oh, he's out of his depth," the Doctor shook his head, "No idea of the damage he might have done."

"He's mutating," the Professor said quietly, wiping her hand off on her pants, not bothering to get a better reading, she did  _not_  want that DNA on her any longer than necessary, "I can tell that much just from his skin cells."

"So what do we do now?" Martha looked at them.

"Now…well, this building must be full of laboratories," the Doctor reasoned, "I say we do our own tests."

"Lucky I've just collected a DNA sample then, isn't it?" she held up the back of her hand.

"Oh, Martha Jones, you're a star!" the Doctor cheered as they walked off.

~8~

Martha, the Doctor, and the Professor sat before a computer looking at the results of the DNA scan they'd run on Lazarus's cells.

"Amazing," the Doctor muttered.

"Horrifying," the Professor corrected.

"What?" Martha frowned.

"Lazarus's DNA," the Doctor replied.

"I can't see anything different."

"Look at it!"

Martha watched as the screen flickered and a minute difference appeared in the DNA strand, "Oh, my God! Did that just change? But it can't have!"

"But it did," the Professor nodded grimly.

"It's impossible."

"And that's two impossible things we've seen tonight," the Doctor looked over Martha's head at the Professor, "Don't you love it when that happens?"

"That means Lazarus has changed his own molecular patterns."

"Hypersonic sound waves to destabilize the cell structure," the Professor nodded.

"Then a mutagenic program to manipulate the coding in the protein strands," the Doctor added.

"Basically, he hacked into his own genes."

"And then instructed them to rejuvenate."

Martha shook her head, she'd long ago gotten used to them doing that, though it was still strange to hear it, "But they're still mutating now."

"'Cos he missed something," the Professor pointed at the screen as it flickered again, "Something in his DNA has been activated and won't let him stabilize. Something that's trying to change him."

"Change him into what?"

"Dunno but I think we need to find out," the Doctor remarked.

"That woman said they were going upstairs."

"Let's go!"

And they were off, running to the lift.

~8~

They stepped out of the lift and into Lazarus's office, the Doctor flicking on the lights as they looked around.

"This is his office, alright," Martha said.

"So, where is he?" the Doctor frowned.

"Dunno. Let's try back at the re…ception…" she trailed off, spotting a pair of skeletal bones in high heels sticking out from behind a desk. She ran over to find the desiccated remains of Lady Thaw, "Is that Lady Thaw?"

"Used to be," the Doctor nodded as he and the Professor ran over to kneel beside her, "Now it's just a shell."

The Professor placed a hand on the deceased woman's arm and frowned, "She's had all the life energy drained out."

"Like squeezing the juice out of an orange."

"Lazarus," Martha breathed.

"Could be."

"So he's changed already?"

"Not necessarily," the Professor looked up at her, "You saw the DNA."

The Doctor started nodding, following her train of thought, "It was fluctuating. The process must demand energy."

She looked back down at the body, "And I don't think this was enough."

"So he might do this again?" Martha gaped, horrified.

"Hmm," the Doctor nodded. They stood up and quickly ran back to the lift, heading down to the reception.

~8~

They stepped out of the lift and looked around the room for Lazarus, but were unable to spot him.

"I can't see him," Martha huffed.

"He can't be far," the Doctor reasoned, "Keep looking."

They all took off in different directions, the Doctor left, the Professor right, and Martha straight ahead.

"Hey, you alright, Marth?" Leo called, spotting her, "I think mum wants to talk to you."

"Have you see Lazarus anywhere?"

"Yeah. He was getting cozy with Tish a couple of minutes ago."

"With Tish?" Martha nearly screeched as the Doctor and Professor made their way back to her, seeing her getting worked up.

"Ah, Doctor, Professor…" Mrs. Jones began, coming over as well.

"Where did they go?" the Doctor asked Leo urgently.

"Upstairs I think, why?" the man frowned.

"Doct…" Mrs. Jones tried again but the Doctor rushed past her, spilling her drink, as the Professor ran after him, "I'm speaking to you!"

Martha turned to follow them, "Not now, mum!"

~8~

They ran back into Lazarus's office and looked around frantically for Tish, but she wasn't there.

"Where are they?" Martha spun around.

The Doctor pulled out the sonic, "Fluctuating DNA will give off an energy signature. We might be able to pick it up…" he held it out at arm's length and turned in a circle, the beeping of it starting to increase, "Got him."

"Where?" Martha asked. He could only point the sonic up at the ceiling, "But this is the top floor...the roof!"

They turned and ran for the stairs, dashing up them as fast as they could till they reached the roof. They spotted Tish and Lazarus standing there, looking at each other in the dark, "…thing's ever exactly like you expect," Lazarus was saying, "There's always something to surprise you. 'Between the idea and the reality, between the motion and the act…'"

"'Falls the shadow,'" the Professor recited.

Lazarus turned to see the three of them standing there, "So the mysterious Professor knows her Eliot. I'm impressed."

"Martha, what are you doing here?" Tish hissed.

"Tish, get away from him," Martha motioned her over, her eyes on Lazarus.

"What? Don't tell me what to do."

"I wouldn't have thought you had time for poetry, Lazarus," the Doctor commented, "What with you being busy defying the laws of nature and all."

"You're right, Doctor," he nodded, "One lifetime's been too short for me to do everything I'd like. How much more would I get done in two or three or four?"

"Doesn't work like that," the Professor shook her head, eyeing him sadly, "Some people live more in 20 years than others do in 80. It's not the time that mattes, it's the person."

"But if it's the right person, what a gift that would be."

"Or what a curse," the Doctor countered.

"Look at what you've done to yourself," the Professor breathed.

"Who are you to judge me?" Lazarus glared.

"Over here, Tish," Martha called.

Tish walked over to her with a huff, "You have to spoil everything, don't you? Every time I find someone nice, you have to go and find fault."

"Tish, he's a monster!" Martha cried, seeing Lazarus collapse to the ground and seize, his body twisting.

"I know the age thing's a bit freaky, but it works for Catherine Zeta-Jones..."

There was a growl behind her and Tish slowly looked back to see a skeletal, scorpion-like figure rear up behind her.

"Run!" the Doctor shouted.

They raced back inside as the Doctor shut and locked the door with the sonic, Martha running to the lift and pushing the button for it, "Are you okay?" she asked her sister.

"I was gonna snog him," Tish breathed.

Lazarus banged against the door, triggering sirens to go off, "Security breach. Security breach. Security breach."

"What's happening?" Martha looked around, alarmed.

"Uh, an intrusion," Tish explained, "It triggers a security lockdown. Kills most of the power. Stops the lifts. Seals the exits."

"He must be breaking through that door," the Doctor realized, "The stairs, come on!"

They ran down the stairs just as the door above them crashed open, "He's inside!" Martha shouted.

"Haven't got much time!" the Doctor pushed a door at the bottom of the stairs open, bursting into the reception hall to see people standing around, confused and only mildly alarmed, "Tish!" the Doctor turned to her, "Is there another way out of here?"

"There's an exit in the corner, but it'll be locked now."

The Professor reached into the Doctor's coat and pulled out the sonic, tossing it to Martha, "Martha, setting 54. Hurry."

Martha nodded and ran off with her sister.

The Doctor jumped on a platform in front of Lazarus's machine, "Listen to me! You people are in serious danger! You need to get out of here right now!"

"Don't be ridiculous," a well dressed woman rolled her eyes, "The biggest danger here is choking on an olive."

Glass shattered above them and Lazarus appeared on the landing, leaping down into the reception room. Martha and Tish ran to the door, trying to open it as the other guests ran for the same exit.

"Mum, get back!" Leo called when he was hit by a table Lazarus sent flying his way.

"Leo!" his mother shouted.

"Over here!" Martha stepped back, getting the door open, "This way! Everyone downstairs now! Hurry!"

Lazarus closed in on the woman who had ignored the Doctor as she stood there in shock, "No!" the Doctor yelled, "Get away from her!" the woman screamed as Lazarus sucked her energy from her, her husk falling to the floor, "Lazarus!" he shouted as Lazarus moved towards the Joneses, "Leave them alone!"

Martha ran over to her mother's side, helping her get her brother to his feet, as Lazarus roared.

And suddenly…

A shoe went flying through the air and struck Lazarus in the back of the head. The Doctor looked over, startled, and probably would have laughed at the sight of the Professor standing there with one shoe on, had it not been for the fact Lazarus had turned to her instead.

"Martha," Mrs. Jones gasped as they hefted Leo up.

"C'mon, stay with me," Martha told her brother as they hauled him off.

"What's the point if you can't control it?" the Doctor shouted to Lazarus, pulling the creature's attention away from the Professor and over to him, "The mutation's too strong. Killing those people won't help you. You're a fool, a vain old man who thought he could defy nature. Only nature got her own back, didn't she? You're a joke, Lazarus! A footnote in the history of failure!"

' _Can you handle it?_ ' the Doctor looked at the Professor for a split second.

' _Go,_ ' she said with a nod, ' _Be careful._ '

He turned and ran out of the room, leading Lazarus away as the Professor ran to the box and began to tear the bottom off it. She had only managed to get a few wires stripped when she realized she'd need a sonic device to complete her work, silently cursing herself for not thinking to have the TARDIS make her one.

She grimaced, trying to think of a way around using a sonic when Martha ran back in, "Professor!" she called, running over.

"Martha!" she looked up, seeing the sonic, "I need that," she plucked it from Martha's hands, "Please, go find the Doctor."

Martha nodded and ran off

~8~

The Doctor ran out of a lab moments before it exploded from his little sabotage of the gas lines. He raced around a corner, crashing straight into Marsha, "What are you doing here?"

"The Professor told me to get you!" she breathed.

"How did you…"

"I heard the explosion. Guessed it was you."

"I blasted Lazarus."

"Did you kill him?"

Lazarus came crashing down the hallway, thus answering the question.

"More sort of annoyed him, I'd say," the Doctor remarked, taking Martha's hand and dashing down the hall.

They raced through the doors of the reception room just as the Professor stood up with a cry of, "Got it!"

"It took you all that time to fix it?" the Doctor called as he pulled Martha over to the cabinet, Lazarus bursting through the upper doors again, "Someone's out of practice."

"Yeah, well, someone had to do half the work without a sonic!" she cried, "Just get in!"

Martha ran in, followed by the Professor and then the Doctor, smushing in like sardines to shut the door.

"Are we hiding?" Martha breathed as they crammed together.

"No, he knows we're here," the Doctor said, "But this is his masterpiece. I'm betting he won't destroy it, not even to get at us."

"But we're trapped!"

"I prefer inconveniently circumstanced," the Professor remarked.

"Do either of you have a plan?"

"Yes, the plan was to get inside here!" the Doctor said.

"Then what?"

"Then we wait," the Professor replied.

"For what?"

"Till Lazarus turns on the machine," the Doctor replied.

"What?"

"Trust us," the Professor mumbled, "It's part of the plan."

Martha frowned, not too comfortable with the sound of this supposed plan, "I still don't understand where that thing came from. Is it alien?"

"No, for once it's strictly human in origin," the Doctor replied.

"Human? How can it be human?"

"Dormant genes in Lazarus's DNA," the Professor explained, "The energy field in here reactivated them. And now they're becoming dominant."

"So it's a throwback."

The Doctor nodded, "Some option that evolution rejected for you millions of years ago, but the potential is still there. Locked away in your genes, forgotten about until Lazarus unlocked it by mistake."

"It's like Pandora's box."

"Exactly," they both said when a blue light started to fill the capsule.

"What's happening?" Martha gasped.

"Sounds like he's switched the machine on," the Doctor remarked.

"But that was part of the plan right?"

"Yes," the Professor replied reassuringly.

Martha looked towards the edge of the box as they heard the posts start to spin on the outside, "What did you do to the box? What was the plan?"

"I set the capsule to reflect energy rather than receive it."

"Will that kill him?"

"When he transforms, he's three times his size," the Doctor told her, "Cellular triplication, so he's spreading himself thin."

Just as the light got unbearably bright, it shot out of the capsule and away from them.

The Doctor shoved open the door and stepped out, Martha and the Professor right behind him.

"I thought we were gonna go through the blender for a moment," Martha breathed but then she caught sight of the young Lazarus lying, in human form, on the ground, naked, unmoving, "Oh God. He seems so…human again. It's kind of pitiful."

"Eliot saw that, too," the Doctor remarked, "'This is the way the world ends, not with a bang, but with a whimper.'"

~8~

Medical services took the body away in a bag while Martha, the Doctor, and the Professor stood, watching from the steps of the labs.

"She's here!" Tish called, running over to hug Martha, "Oh, she's alright."

"Ah, Mrs. Jones, we still haven't finished our chat," the Doctor smiled.

But Mrs. Jones was not smiling, especially when she slapped him across the face.

His hand immediately went to the Professor, grabbing her arm and holding her back from instinctively retaliating to an attack against him with some sort of conditioned response.

"Keep away from my daughter!" Mrs. Jones shouted, "The both of you!"

"Mum, what are you doing?" Martha gaped.

"All their mothers, every time," the Doctor muttered, putting a hand to his cheek and looking at the Professor, showing her he was alright. She relaxed just a bit, enough that he knew she wouldn't attack Mrs. Jones, though he kept a hold of her still, his hand sliding down to take her own.

"They are dangerous!" Mrs. Jones told her daughter, "I've been told things."

"What are you talking about?" Martha shook her head.

"Look around you! Nothing but death and destruction!"

"This isn't their fault. They saved us, all of us!"

"It was Tish who invited everyone to this thing in the first place," Leo reminded their mother, "I'd say technically, it's her fault."

Tish elbowed him in the side.

There was a crash and the Doctor and Professor took off after it, Martha about to follow when her mother grabbed her, "Leave them!"

Martha pulled her hand away and ran off after them.

"Martha?" Tish called, following.

"Not you, too!" their mother shouted.

"Sorry," Tish shot her an apologetic look before running off to join the trio, down the street, by the ambulance. The doors to the back were wide open, the medics within now reduced to husks.

"Lazarus, back from the dead," the Doctor sighed, "Should've known, really," he pulled out the sonic and searched for Lazarus like before.

"Where's he gone?" Martha asked.

"That way. The church."

"Cathedral," Tish corrected, "It's Southwark Cathedral. He told me."

The Doctor nodded and headed for it, the others following as they walked quickly up the nave, towards the altar where the sonic was leading them.

"Do you think he's in here?" Martha asked quietly.

"Where would you go if you were looking for sanctuary?" the Doctor asked.

They walked behind the altar, under the bell tower and found Lazarus sitting there, gasping, a red shock blanket wrapped around him, "I came here before," he whispered, "A lifetime ago. I thought I was going to die then. In fact, I was sure of it. I sat there, just a child…the sound of planes and bombs outside."

"The Blitz," the Professor stated.

"You've read about it."

She glanced at the Doctor, "We were there."

"You're too young," he scoffed.

"So are you," she countered.

Lazarus laughed, but soon was gasping in pain, "In the morning, the fires had died, and I was still alive. I swore I'd never face death like that again."

The Doctor walked around Lazarus, slowly looking up at the bell tower before glancing at the Professor.

' _Do you think it could work?_ ' he sent her his plans.

She frowned a moment, ' _The sound waves should cancel each other out,_ ' she nodded, ' _Allow the cells to reset themselves._ '

"So defenseless…" Lazarus continued, "I would arm myself, fight back, defeat it."

"That's what you were trying to do today," the Doctor looked at him.

"That's what I  _did_  today."

"What about the other people who died?"

"They were nothing. I changed the course of history."

"Any of them might have done, too," the Professor argued, "You think history's only made with equations? Facing death is part of being human. You can't change that."

"No, Professor," he glared at her, "Avoiding death. That's being human. It's our strongest impulse, to cling to life with every fiber of being. I'm doing what everyone before me has tried to do. I've simply been more…successful…" he groaned again.

"Look at yourself!" the Doctor shouted, "You're mutating! You've no control over it! You call that a success?"

"I call it progress. I'm more now than I was. More than just an ordinary human."

"There's no such thing as an ordinary human," the Professor said softly.

"He's gonna change again at any minute," Martha whispered to them.

"We know," the Doctor replied just as quietly, "If we can get him up into the bell tower somehow, I've an idea that might work."

"Up there?"

' _Let me go,_ ' the Professor told him, he looked at her sharply, ' _Of any of us, I'm the most trained to handle something attacking me._ '

' _No,_ ' he shook his head subtly, unaware Martha was watching the whole exchange and venturing just what they were discussion, ' _Kata, no. The chance of setback…_ '

"You're so sentimental, Doctor," Lazarus smirked, unknowingly cutting in, "Maybe you are older than you look," he looked between him and the Professor, "Maybe you both are."

' _I faced the Daleks,_ ' she reminded him, ' _My training kicked in and I overcame it. I can handle this Theta._ '

' _But I don't want you to have to,_ ' he replied before turning his gaze on Lazarus, "We're old enough to know that a longer life isn't always a better one. In the end, you just get tired. Tired of the struggle. Tired of losing everyone that matters to you. Tired of watching everything turn to dust," he squatted down, "If you live long enough, Lazarus, the only certainty left is that you end up alone."

"That's a price worth paying," he nodded.

"Is it?"

"I will feed soon."

"We're not gonna let that happen."

"You've not been able to stop me so far."

Martha stepped forward, seeing the Professor about to try and bait him, "Leave him, Lazarus! He's old and bitter. Thought you had a taste for fresher meat."

"Martha, no!" the Professor shouted.

Lazarus snarled and leapt at her, transforming along the way. Martha took off and the Professor ran after her, "Stay here!" she shouted at Tish, running past the girl before she could even move.

"What are you doing?" Martha shouted, glancing back to see the Professor chasing Lazarus chasing her.

"Helping!"

"Doctor!" Martha shouted down to the Doctor as she ran up a narrow spiral staircase, "The tower!"

"Martha run! He's changing again!"

~8~

The Doctor ran to the center of the Cathedral, looking for any hint of where Martha and the Professor were.

"Where are they?" Tish gasped, concerned for her sister.

"Martha?" he shouted, "Professor!"

Martha peered out of one of the archways on an upper level, "Doctor!"

"Take him to the top, the very top of the bell tower, d'you hear me?"

"Martha run!" the Professor's voice called as a crash resounded at the back of the hall.

~8~

Martha turned to see Lazarus break through the door at the end of the passage and turned to run, "Up to the top," she breathed.

~8~

The Doctor grabbed Tish's hand and pulled her to a large pipe organ, plopping down on the bench as he pulled out the sonic, "Hypersonic sound waves. Inspired," he jammed it into a slot in the organ, "Pull these out!" he ordered, pulling out all the stops, Tish quickly helping him.

~8~

Martha ran into the bell room, a circular walkway above the bell at the top of the tower.

"Professor!" she shouted though the door, "There's nowhere to go! I'm trapped!"

"Almost there!" the Professor replied, and she knew that meant Lazarus was almost there as well, "Just get back! The Doctor knows what he's doing. We have to trust him."

Lazarus burst through the door as Martha made it to the other side of the walkway, "Miss Jones…" he hissed, blocking the door.

He lunged forward and swung his tail down at her…

~8~

The Doctor and Tish looked up, hearing the commotion, "I hope it's good acoustic in here," he muttered before he started pressing random keys on the board, motioning for Tish to do the same.

~8~

Lazarus knocked away part of the wall, about to strike Martha again...

When another shoe hit him in the back of the head.

He turned around to see the Professor in the doorway, what looked like a fire poker in her hand, "Why go for fresh meet when you've got aged wine?" she glared at him, twisting her wrist with the poker in it before crouching into a defensive position.

Lazarus gave a howl and lunged at her.

"Professor!" Martha screamed as the girl barely managed to duck under the creature's arm and make her way around the walkway.

Lazarus hissed and turned around, swinging an arm at her, managing to knock her over. He swung again, but this time she jumped over his arm and swung the poker to the side, stabbing him in the eye with the one curved end, sending him reeling backwards with a cry of pain.

"Doctor now!" she shouted.

~8~

The Doctor pulled the sonic out, "We need to turn this up to 11," he quickly shoved it back into the organ, increasing the volume and playing even louder.

~8~

The Professor and Martha put their hands over their ears as the sound waves resonated up the tight space to them.

Lazarus wailed, having pulled the poker from his eye, writhing in pain, before toppling back over the edge, falling down the tower's path, and crashing into the floor below.

~8~

The Doctor stopped and looked over to see Lazarus lying on the ground, human again.

~8~

"Professor!" the Doctor shouted up to them as they collapsed to the ground in relief of being alive, "Martha?"

"We're ok," Martha called down to him, though it was the farthest thing from the truth. The Professor was shivering violently beside her despite wrapping her arm around the girl in comfort.

The Professor closed her eyes tightly. All the comfort in the world wouldn't help her calm down…especially when she wasn't frightened. Just then…the chase…the fight…the thrill…

She shook her head fiercely, she didn't want to think of the exhilaration she'd felt at facing down Lazarus, barefoot, with just a fire poker at her disposal. She wasn't that girl anymore, she refused to be that girl.

"We're ok," Martha breathed in the Professor's ear, hugging her tight, "Thank you…you saved my life."

The Professor smiled, "That's what friends do," she squeezed Martha's hand, "But you should really thank the Doctor, not me."

"He cut it a bit fine."

"He always does," the Professor laughed, pulling away, "He thinks it's more fun that way. And surprisingly…I think I'm starting to agree."

"Don't tell me there's gonna be two of you now!" Martha groaned.

The Professor laughed, her shaking lessening as Martha helped her up.

~8~

The Doctor knelt down by Lazarus's body, laying a white handkerchief over the man's eyes, unable to really close them as one seemed to be missing. He sighed, he knew what had happened, he'd kept tabs on the Professor as he worked, and he  _knew_  it was self-defense, what with the creature attacking both her and Martha. He knew it couldn't be helped…but the fact that her first instinct was to grab a weapon bothered him...

He couldn't help but feel guilty as well. He should have been there to protect her, but he'd failed…

' _No you didn't,_ ' he heard her voice in his head before he felt her wrap her arms around him from behind, ' _You were protecting me from down here._ '

He turned around and pulled her close, kissing her deeply as Tish hugged her sister. He pulled away when air became an issue and just held her close.

"I didn't know you could play?" Martha laughed as she and Tish walked over to them.

"Oh, well," he pulled away from the Professor, wrapping an arm around her waist, keeping her near him, "You know, if you hang around with Beethoven, you're bound to pick a few things up."

"Hmm, especially about playing loud."

"Sorry?" he leaned forward, as though he hadn't heard her, earning a laugh from them all.

~8~

The trio were standing before the TARDIS in Martha's bedroom later that night, "Something else that just kind of escalated, then," the Doctor sighed.

"I don't need to be an Academic to see a pattern developing," Martha joked, "You should take more care in the future. And the past. And whatever other time period you find yourself in."

"It's good fun, though, isn't it?" the Doctor asked as the Professor started to smile, seeing his intentions.

"Yeah."

"So, what d'you say, one more trip?"

"No. Sorry."

"What do you mean? I thought you liked it."

"I do, but I can't go on like this. 'One more trip.'"

The Professor nodded, "It's not fair to her Doctor."

"What're you talking about?" he frowned, looking between them, confused.

"I don't want to be just a passenger anymore," Martha explained, "Someone you take along for a treat. If that's how you still see me, well, I'd rather stay here."

"Either she's our new Companion or she's not," the Professor agreed.

"Okay, then," he nodded, "If that's what you want."

"Right," Martha swallowed hard, "But we've already said goodbye once today so it's really best if you just go," she turned and walked away, waiting for the TARDIS to disappear with a wheeze when nothing happened. She turned around, "What is it?"

"What?" he shrugged, "I said okay."

"Sorry?"

"Okay," the Professor smiled, nodding towards the TARDIS.

"Oh, thank you!" Martha ran over and hugged them both, laughing, "Thank you!"

"It's my opinion that you were never really just a passenger," the Professor hugged her tightly before opening the door and allowing her in just as her phone rang and the machine picked up…

~8~

"I don't believe you!" the Professor glared at the Doctor, not bothering to keep her voice down as the TARDIS would block the sounds from leaving their room, "I was just trying to protect Martha!"

"Yes but did you have to gouge his eye out?" he asked her, his shoulders tense. This whole event had terrified him, the fact that she'd used a fire poker of all things to stab a man's eye out...it was too much like the war and they were both fighting to keep her from becoming that soldier again.

"Oh my God, you know what? Fine, if that's the way you want it, next time I won't grab  _anything_. In fact, I won't fight back at all...no...I won't even try and talk my way out of it. Is that what you want?"

"Kata..." he sighed.

But she wasn't done yet, "I'll just stand there and get shot or get stabbed or get thrown headlong into a wall, probably dying before regneration can kick in. Would that be better Theta?"

"Kata," he tried again, but this version of her really was far more emotional than she had ever been.

"Because, believe me, I KNOW that would solve a lot of problems for everyone for me to die rather than to try and work on this  _stupid_  body. Maybe I should've just die..."

"Kata!" he shouted, literally grabbing her arms and shaking her, "Don't you EVER say that!" he shook his head, his eyes filling with tears at her words, at the fact that HE'D made her feel that way just because he couldn't get over a stupid fire poker, "I LOVE every version of you, EVERY version, no matter what. And I NEVER ever want to lose you."

She blinked, tears in her own eyes, before she spoke quietly, "If you love me, why are you trying to change me?"

He froze.

They had both been working on helping her overcome her fear, and that was just it. SHE wanted to change that part of her, he was merely  _helping_  her. It was one thing to help someone change but an entirely different thing to try and change them yourself. And now, now, as soon as he saw even a glimpse of something he didn't like, he was shouting at her about it, basically trying to crush it.

She sighed, "I don't know who I am Theta," she admitted, "Who I will be without my fear to hold me back," she shook her head, "For the first time in a long time I  _wasn't_  scared. I mean...the ONLY thing that I fear more than Daleks is you in danger. And I was faced with BOTH only recently," she gave a small, watery smile, "What else is there to be frightened of after that?" she took a breath, "And standing there, not being afraid, meant that I didn't freeze up. I could  _think_. Lazarus was huge and strong, I wouldn't have been able to talk him out of it, you'd already tried that, I couldn't hurt him with just my fists or any of the attacks I learned in training. I needed  _something_  to protect us with. And I wasn't about to fail again!"

He blinked, "Again?" he shook his head, confused.

She looked down, "I...I couldn't let him hurt Martha, Theta. I  _couldn't_. Not after...not after what happened to Rose," she pulled away from him enough to sit on the edge of their bed, looking up at him, "I  _promised_  you that I'd protect her and...I failed. I  _failed_  and because of that she was lost to a parallel world and I KNOW how much it hurt you to lose her, how much it hurts you to lose any of your Companions, and I just COULDN'T let you lose Martha as well."

"Kata..." he breathed, touched at how much she cared for his Companions and sorrowed for how she was still blaming herself for the loss of Rose, "It wasn't your fault."

She gave him a tired smile, "You can tell me that all you want Theta, but I'll still believe it."

He sighed and walked over, sitting beside her, "I'm sorry."

He'd been the one to start the row. All because she'd been trying to protect not only  _his_  Companion, but  _her_  friend.

"I just..." she took a breath, "I need you to know that I didn't  _want_  to hurt him," she turned to him, taking his hand in her own, "But I needed to make sure I could protect Martha and the poker was the only thing I could use. I didn't have any shoes left at that point."

It took him a moment but then her words sank in and he couldn't help but laugh at the absurdity of her statement.

She needed a weapon because she didn't have any shoes.

"Using shoes as a projectile," he remarked, chuckling, "Never seen you do that before."

She started to laugh as well before sobering, "I  _am_  sorry Theta."

"Me too," he nodded, hugging her close. He shouldn't have gotten upset with her in the first place. She was just starting to open herself up more, let herself feel more and get more active in their adventures, just starting to sort herself out into who she was beyond her fear. There was bound to be some bumps, some attacks here and there that would tempt triggering her training. But...as long as she was able to overcome that, to drop the weapon when all was said and done...to feel remorse and guilt...then he hadn't lost her to her training and he would just be grateful she'd come back to him.

* * *

**Notes for the Chapter:**

> I really had no idea how to write out an entire row between the two of them, I just love them so much that I never want them to fight. -Sigh- but I know all couples do, so I felt like I HAD to put at least the end of an argument in there. Hope it wasn't too bad an attempt.
> 
> And I know that the Professor has faced the Daleks before (even worse, with the Cybermen) with the Doctor in danger, but it was different then as she hadn't had as much progress in pushing past her fears. It's my belief that, even if Rose was completely civil or even friendly to her eventually, she still would have had a slower progress as she would always feel inferior to Rose. That's just my belief. With Martha though, she's really able to focus on getting better as she's not constantly being scoffed at or belittled (like Rose did to her at first) and she's finally got someone to confide in and talk things through with. So when she sees the Daleks again, this time she's better able to handle that and learn from it.


	8. 42

**Notes for the Chapter:**

> There's more on my tumblr about this, but I've made a 'ko-fi' page (mostly to get my sister to stop harassing me about how I 'write all these stories for nothing'). It's a tiny site where fans or supporters of a person can show their support by 'buying a cup of coffee' for them if they want to. It's not really an actual cup of coffee (which is nice since I'm a tea-girl lol ;)), but a small contribution that's about the price of a cup of coffee, or 3 dollars. There's no obligation or commitment or requirement at all. I'm not about to withhold updating or anything. And it's completely up to the supporter if they feel they might want to contribute one 'cup of coffee' or ten in one go or one for each new story or anything or nothing at all. The link is on my tumblr's 'Links' page and also on my profile if anyone is interested. If anything comes of it, at least it got my sister off my case lol ;)

The TARDIS flew through the Vortex, going forwards in time as the Doctor leaned against the console, the Professor flying her relatively smoothly. Martha stood across from him, watching as he soniced her phone, "There we go!" he grinned, "Universal Roaming. Never have to worry about a signal again," he tossed her the phone.

Martha flipped the screen open to see 'Universal Roaming Activated,' "No way! But it's...too mad! You're telling me I can call anyone, anywhere in space and time on my mobile?"

"Long as you know the area code," he nodded. Martha looked stunned.

"Frequent Flyer's privilege," the Professor smiled.

"Go on," he egged her, "Try it."

Martha grinned, starting to dial when the TARDIS jolted, throwing them to the floor.

"Distress signal!" the Professor called, seeing the screen flashing as she and the Doctor got to work, "Locking on!"

The Doctor hit a switch, "Might be a bit of..." there was another jolt, sending them flying again, "…turbulence. Sorry!" he ran to the door as the Professor helped Martha up before following him, "Come on girls! Let's take a look!"

They stepped out to find themselves in what looked like an engine room, glowing red from the immense heat.

"Whoa!" the Doctor flinched at the heat as he stepped out, "Now that is hot!"

"Whoa!" Martha agreed, tossing her jacket back into the TARDIS, "It's like a sauna in here!"

"Venting systems," the Professor commented as she eyed the equipment, "Working at full pelt. Trying to cool down…"

"Well!" the Doctor grinned and headed towards a heavy duty door, "If you can't stand the heat…" he opened it and walked through, into an area, a sign of 'Area 30' above their door, "Well, that's better…"

He held the door open as the Professor and Martha stepped through.

"Oi!" someone called. They turned to see three people running down the corridor, two men, one young, one older, and a middle aged woman, "You two!"

"Get out of there!" the woman shouted.

"Seal that door!" the young man, the one who had shouted before, pointed at the door behind them, "Now!" he ran past the Doctor with the other man, quickly sealing the door.

"Who are you?" the woman demanded, "What are you doing on my ship?"

"Are you police?" the young man asked.

"Why would we be police?" the Doctor frowned.

"We got your distress signal," Martha added.

"If this is a ship, why can't I hear any engines?" the Professor scrunched up her face, trying to listen.

"It went dead four minutes ago," the woman, the captain, replied.

"So maybe we should stop chatting and get to engineering," the older man remarked, "Captain."

"Secure closure active," a computer announced.

"What?" the captain spun around at a loud clanging noise.

"The ship's gone mad," the older man breathed. They watched as a young woman ran down the corridor towards them, the doors sealing behind her.

"Who activated secure closure?" the woman gasped, "I nearly got locked in to area 27…" she paused, looking at the three new people, "Who are you?"

"He's the Doctor, she's the Professor, and I'm Martha," Martha said distractedly as she walked past them, "Hello."

"Impact projection: 42 minutes."

The Professor frowned between the announcement that just came over the loudspeakers and Martha as she looked out the window.

"We'll get out of this," the captain swore, "I promise."

"Doctor…" Martha breathed, frightened, "Professor…"

The Professor walked over to the girl as the Doctor looked at the captain, "42 minutes 'til what?"

"Doctor!" the Professor called, her eyes wide, "You need to see this."

He dashed over and looked out the window with them to see a burning, yellow sun far too close to the ship for comfort.

"42 minutes until we crash into the sun," the captain told them.

The Doctor spun around and ran back to the captain, "How many crew members on board?"

"Seven, including us."

"We transport cargo across the galaxy," the older man added, "Everything's automated. We just keep the ship…"

"Call the others, I'll get you out!" the Doctor ran back to the door they'd just come out of, opening it while the crew rushed to stop him.

"What's he doing?" the young man shouted.

"No!" the captain called, "Don't!"

The Doctor pulled the door open, only to get blasted back from the heat. Martha and the Professor quickly ran to him, helping him up as the crew shut the door.

"But our ship's in there!" the Doctor's eyes widened as he watched them seal the door again.

"In the vent chamber?" the young man frowned.

"It's our lifeboat!"

"It's lava," the older man replied.

"The temperature's going mad in there!" the young woman read off the gauges, "Up 3,000 degrees in ten seconds and still rising."

"Channeling the air," the young man sighed, "The closer we get to the sun, the hotter that room's gonna get."

"We're stuck here," Martha breathed.

"So?" the Doctor looked around, "We fix the engines, we steer the ship away from the sun! Simple! Engineering down here, is it?" he turned to run down an open corridor.

"Impact in 40:26."

~8~

The Doctor stopped suddenly after rushing down a set of stairs to stare at the room before him, "Blimey! Do you always leave things in such a mess?"

"Oh my God!" the captain gasped, seeing the state of the engine room.

"What the hell happened?" the older man gaped.

All around them were wires, springs, glass shattered, everything just completely wrecked and steaming.

"Oh, it's wrecked," the young man breathed.

"Efficiently too," the Professor remarked, looking at the state of the engine, she could already see the key wires cut, the much needed screws and plugs removed, "Someone knew what they were doing," she looked up at the Doctor meaningfully as he wandered over to a computer terminal attached to the engine.

"Where's Korwin?" the captain looked around, "Has anyone heard from him or Ashton?"

"No," the older man replied.

"You mean someone did this on purpose?" Martha looked at the Professor, concerned.

"Korwin?" the captain called into an intercom on the wall, "Ashton? Where are you?" there was no reply, "Korwin, can you answer?" still nothing, "Where the hell is he? He should be up here!"

The Doctor looked at the screen with his specs on as the crew ran around, trying to find their missing members, the Professor leaning over the engine to examine it, "Oh!" he grinned, "We're in the Torajji system! Lovely!" he looked up at Martha, "You're a long way from home, Martha. Half a Universe away."

"Yeah," Martha murmured, "Feels it."

"You're still using energy scoops for fusion?" the Professor looked at the captain, "I could have sworn they'd been outlawed by now."

"We're due to upgrade next docking," the captain replied dismissively, though neither the Professor nor the Doctor missed the guilty looks the crew exchanged, "Scannell, engine report."

The older man, Scannell, walked to the terminal the Doctor had been using and scanned the engine, waiting till the machine beeped, "No response," he turned to the engine.

"What?"

"They're burnt out," the Professor commented as Scannell examined a burned wire sticking out of the top, "And your controls are wrecked. I don't think you'll be able to get them back online."

"Not really helping," the Doctor remarked quietly to the Professor as he pulled off his specs. She was in a transition period it seemed, trying to balance not being afraid anymore with over thinking to compensate for how little she'd done before. He turned to the crew, "Auxiliary engines! Every craft's got auxiliaries!"

"We don't have access from here," the captain sighed, "The auxiliary controls are in the front of the ship."

"Yeah, with 29 password sealed doors between us and them," Scannell added, "You'll never get there in time."

"Can't you override the doors?" Martha frowned.

"No. Sealed closure means what it says. They're all dead-lock sealed."

"So a sonic screwdriver's no use…" the Professor said quietly to the Doctor.

"Nothing's any use. We've got no engines, no time, and no chance."

"Oh, listen to you!" the Doctor looked at them, "Defeated before you've even started! Where's your Dunkirk spirit?" he looked at the captain, "Who's got the door passwords?"

"They're randomly generated," the young man from before stepped forward, "Reckon I know most of 'em. Sorry. Riley Vashti."

"Then what're you waiting for Riley Vashti, get on it," the Doctor stepped up, taking command.

"Well, it's a two person job," he turned and picked up a huge magnetic clamp and backpack off a rack, "One, it takes to answer the questions, and the other to carry this," he put the kit on his back, "The oldest and cheapest security system around, eh captain?"

"Reliable and simple, just like you, eh Riley?" the captain smirked.

"Try and be helpful, get abuse. Nice!"

"I'll help you," Martha took the clamp, "Make myself useful."

"It's remotely controlled by computer panel. That's why it needs two."

Martha nodded and followed him out of the room.

"Oi!" the Doctor called, Martha turned around, "Be careful."

Martha smiled at them, "You too," before continuing on after Riley.

"McDonnell?" a male voice called over the comm., "It's Ashton."

The captain ran back to the intercom, "Where are you? Is Korwin with you?"

"Get up to the med-center NOW!"

The captain bolted out of the room, the Doctor and Professor following her as she ran past Martha and Riley.

"Impact in 34:31."

~8~

"Argh!" a man cried out, "Stop it!"

"Korwin!" a woman struggled, "It's Abi! Open your eyes, I need to take a look at you!"

The group burst into the med-center to see the man who had shouted lying on an advanced MRI machine, another man trying to hold him down, while a young woman held a scanner, trying to help.

"Korwin!" the captain ran to the bed, "What's happened? Is he OK?"

The Doctor and Professor stopped at the foot of the bed as the man thrashed, "Oh God! Help me! It's burning me!"

"How long's he been like this?" the Doctor asked.

"Ashton just brought him in," the woman replied.

The Professor moved to touch the man's hand when the Doctor grabbed her wrist, ' _Don't touch him. We don't know what it is, if its contagious or not. Please._ '

She nodded and he pulled out the sonic, flashing the man, scanning him instead.

"What are you doing?" the captain asked, panicked, as the man gave another shout of pain, making her take a step towards him.

"Don't get too close…" the Doctor warned.

"Don't be so stupid, that's my husband!" she pushed to the head of the bed.

"And he's just sabotaged our ship!" Ashton replied.

"What?"

"He went mad. He set the ship to secure closure, then he set the heat pulse to melt the controls."

"No way! He wouldn't do that!"

"I saw it happen, Captain."

The Doctor pulled the sonic back, leaning over to try and talk to Korwin, "Korwin? Korwin, open your eyes for me a second."

"I can't!" he groaned.

"Yeah, course you can. Go on."

"Don't make me look at you! Please!"

The Doctor looked back and the Professor handed him a dart gun off a tray, "Alright, alright, alright. Just relax," he held it up to the woman, Abi, "Sedative?"

"Yes," she nodded.

He pressed the gun to Korwin's neck and shot him with the tranq.. The man gave one final groan before he fell silent and still.

The Doctor turned to lean on the bed, crossing his arms as he looked at the Professor, giving her his results, "Rising body temperature, unusual energy readings…" he pointed to the machine behind him, "Stasis chamber. I do love a good stasis chamber."

The Professor rolled her eyes and shook her head at him before looking at Abi, "Keep him sedated in there. Regulate the body temperature," Abi looked at her a moment before turning to do as instructed, "And run a bio-scan and tissue profile on a metabolic detail."

"Just doing them now," she remarked.

"Oh, you're good," the Doctor grinned, looking at the two women before turning to face the two crew members, "Anyone else presenting these symptoms?"

"Not so far."

"Well, that's something."

"Will someone tell me what is the matter with him?" the captain demanded.

"Some sort of infection. We'll know more after the test results. Now, Allons-y, back downstairs. See about those engines. Go," Aston moved to leave but the captain remained, "Ay! Go!" she reluctantly left as well. The Doctor turned to Abi, "Call us if there's news!" he took the Professor's hand and ran out of the center, "Any questions?"

"Yeah," she scoffed, "Who are you?"

He poked his head back in through the plastic curtains of the door, "I'm the Doctor and she's the Professor!"

And with that, they turned and ran back, following the captain and Ashton to the engine room.

~8~

"Heat shields failing. At 25 percent. Impact in 32:50."

The Doctor looked up at the announcement as the Professor headed over to the intercom, "Abi, how's Korwin doing? Any results from the bio-scan?"

"He's under heavy sedation," Abi replied, "I'm just trying to make sense of this data. Give me a couple of minutes and I'll let you know."

She nodded and stepped back as the Doctor came over to call Martha, "Martha? Riley? How're you doing?"

"Area 29, at the door to 28!" Martha called back.

The Doctor put on his glasses and stared at the readout above the comm., "You've gotta move faster!"

"We're doing our best!"

"Find the next number in the sequence: 3-1-3, 3-3-1, 3-6-7…what?" Riley asked, his voice slightly distant.

"You said the crew knew all the answers!" Martha shouted, sounding a bit scared.

"The crew's changed since we set the questions."

"You're joking…"

The Doctor and Professor looked at each other quickly before both of them shouted out, "3-7-9!"

"I won!" they shouted again, "No…I won!" and pointed at each other, "Rematch!"

"What?" Martha shouted, utterly confused.

"It's a sequence of happy primes," the Professor explained, looking at the Doctor, both of them promising a rematch later, that was just like old times, "3-7-9."

"Happy what?"

"Just enter it!" the Doctor replied.

"Are you sure?" Riley breathed, "We only get one chance!"

"Any number which reduces to one when you take the sum of the square of its digits …" the Professor began.

"And you continue iterating until it yields one is a happy number," the Doctor continued.

"Any number that doesn't…"

"Isn't."

"A happy prime is a number which is both happy and prime."

"Now type it in!" they both shouted.

There was silence…

"Do they do that often?" Riley seemed to be asking Martha.

"All the time," Martha sighed.

"Oi!" the Doctor called, "Get to it!" he rolled his eyes and looked at the Professor, "Talk about dumbing down!"

She laughed, jokingly asking, "Don't they teach recreational mathematics anymore?"

There was the sound of a clamp disengaging and Martha was back, "We're through!"

"Keep moving. Fast as you can."

"And, Martha, be careful," the Doctor added quietly, taking off his specs, "There may be something else on board this ship."

"Any time you wanna unnerve me, feel free!" Martha groaned.

"Will do, thanks," he switched off the comm. and turned to get back to work.

"Impact in 30:50."

~8~

The Doctor and Professor were examining a piece of broken equipment, the crew watching them.

"We need a backup in case they don't reach the auxiliary engines in time," the Professor murmured quietly.

He nodded, rubbing his head as he tried to come up with an idea, "Come on! Think! Resources, what have we got?"

"Doctor?" Martha called over the comm., "Professor?"

"What is it now?"

"Who had the most number ones, Elvis or the Beatles. That's pre-download."

"Elvis. No! The Beatles! No! Wait! Um…um…" he grimaced, slapping the back of his head as though that would help, "Argh! What was that remix? Um…I don't know! Professor!" he looked at her, "Which is it?"

"How should I know?" she shook her head.

"You're the Academic!"

"Oh yes," she rolled her eyes, "Because I spent  _all_  my time in the Academy listening to old Earth music!"

"Really? All of space and time and that's the one thing you  _didn't_  study!"

"Well I'll take a crash course when this is over!"

"Martha we don't know!" he snapped back at the comm., "We're a bit busy!"

"Fine," Martha groaned, "I'll ask someone else!"

The comm. clicked off.

"Now, where were we?" the Doctor muttered, "Here comes the sun? No, resources. So, the power's still working, the generator's going. If we can harness that…ah!"

"Use the generator to jumpstart the ship!" the Professor realized.

"Exactly! At the very least, it'll buy us some more time."

"That…is brilliant…" the captain blinked, shocked.

"I know! See! Tiny glimmer of hope!"

The crew started to smile, seeing the light at the end of the tunnel.

"If it works," Scannell had to add.

"Oh, believe me," the captain looked at him, "You're gonna make it work."

Scannell walked off dejectedly, as Ashton, the Professor, and the Doctor looked at her in respect.

"That told him!" the Doctor grinned.

"Impact in 29:46."

~8~

"Impact in 28:50."

"Doctor, Professor," Abi called over the comm. as they worked on the engines, "These readings are starting to scare me."

"What d'you mean?" the Doctor looked up.

"Well…Korwin's body's changing! His whole biological makeup, it…it's impossible," there was a bang over the comm. and a moment later Abi was back, panicked, "This is med-center. Urgent assistance requested. Urgent assistance!"

The Doctor and Professor looked at each other, alarmed, before jumping up and running out.

"Stay here!" the Professor called, "Keep working!"

The captain, though, stopped her work and ran after them, catching up to them in the hallway.

"Urgent assistance!" Abi continued to call throughout the comms. on the ship.

"Abi," the other young woman replied, "They're on their way."

"What's happening to you?" Abi gasped, speaking to someone they could only guess was Korwin.

"Burn with me," Korwin rasped, his voice deep and threatening, clearly not his own, "Burn with me."

"Captain?" Scannell called and they stopped running.

"We told you to stay in engineering!" the Doctor shouted.

"I only take orders from one person round here."

"Oh, is he always this cheery?"

"Burn with me," Korwin's voice came over the comm. again, sparking everyone into action again as they ran towards the med-center.

"K-Korwin, you're sick…" Abi stuttered, frightened.

"Burn. With. Me!"

Suddenly Abi screamed.

"Doctor, Professor," Martha called, alarmed, "What were those screams?"

"Concentrate on those doors!" the Doctor yelled back as they ran, "You've gotta keep moving forward!"

"Impact in 27:06."

~8~

The group ran into the med-center, past the plastic sheeting, only to find it empty. Korwin's bed on the stasis chamber bare, Abi nowhere to be seen.

"Korwin's gone…" the captain breathed.

Scannell turned around to look back at her, stopping in his tracks, his eyes wide in fear, "Oh my God…" they all looked in the same direction to see a charred, black, human shaped mark burned on the wall, one arm raised in the air, "Tell me that's not Lerner…"

The Professor reached out and ran a finger along it, "Ashes from endothermic vaporization," she looked back at the Doctor, "I've never seen one this ferocious."

The Doctor frowned, looking distant, "Burn with me…"

"That's what we heard Korwin say," Scannell remarked.

"What?" the captain gasped, "D'you think…no way! Scannell, tell him! Korwin is not a killer! He can't vaporize people! He's human!"

The Doctor noticed something on the floor and picked it up, motioning the Professor over as he realized what they were, "His bio-scan results…" he murmured, holding them out for her to look at as well.

Her eyes widened, "Internal temperature, 100 degrees!"

"Body oxygen replaced by hydrogen," he nodded before looking at the captain, "Your husband hasn't been infected, he's been overwhelmed!"

"The test results are wrong!" she snapped, tearing the results from his hand.

"But what is it though?" the Doctor looked at the Professor.

"Parasite?" she supplied.

"Mutagenic virus?"

"Something that needs a host body."

"But how did it get inside him?"

"Stop talking like he's some kind of experiment!" the captain shrieked, somewhat hysterical.

The Professor turned to her, "Where's the ship been? Have you made planet-fall recently? Docked with any other vessels? Any kind of external contact at all?"

"What is this? An interrogation?"

"We've got to stop him before he kills again," the Doctor told her gently.

"We're just…a cargo ship…" she turned away from them, distraught.

"If you give her a minute…" Scannell told them as they watched her.

The captain took a few deep breaths, "I'm fine. I need to warn the crew," she turned and walked over to the intercom as the Doctor and Professor looked back at the results, "Everybody listen to me! Something has infected Korwin. We think…" she swallowed hard, "He killed Abi Lerner. None of you must go anywhere near him, is that clear?"

"Understood Captain," Ashton replied after a moment.

"Impact in 24:51."

~8~

The group stood around the med-center, the two aliens pouring over the bio-scan results while the captain sat down, Scannell close by.

"Is the infection permanent?" she asked them quietly, "Can you cure him?"

"Dunno," the Doctor replied.

"Don't lie to me, Doctor. Eleven years we've been married. We chose this ship together. He keeps me honest. So I don't want false hope."

The Doctor looked at the Professor who nodded, he turned to the captain, "The parasite's too aggressive. Your husband's gone. There's no way back. Sorry."

She nodded, "Thank you."

"Are you… _certain_  nothing happened to provoke this? Nobody's working on anything secret, 'cos it's vital that you tell us."

"I know every inch of this ship. I know every detail of my crew's lives. There is  _nothing_."

"Then why is this thing so interested in you?" the Professor wondered.

She shook her head, "I wish I knew…"

"Professor, Doctor, we're through to Area 17," Martha called over the comm..

"Keep going," the Professor told her, "You've got to get to Area 1 and reboot those engines."

"Heat shield failing. At 20 percent."

~8~

The Professor and the Doctor stood at the side of the med-center, the captain and Scannell having gone back to the engine room, quietly going over any possible parasitic alien or subspecies that could have affected the crew with results like the ones Abi had found. Unfortunately, there were quite a few and the only way they might be able to narrow it down to an exact one would be for the Professor to scan Korwin, and the Doctor was not about to let her do that, not knowing how this particular infection spred.

"Airlock sealed. Jettison escape pod."

They looked up, startled by that computerized announcement when…

"Doctor!" Martha screamed over the comm., "Professor! Help!"

"Pod jettison initiated."

Their eyes widened and they ran out of the room.

"We're stuck in an escape pod off the Area 17 airlock," Martha shouted, directing them as they ran, "One of the crew's trying to jettison us! You've gotta help us!"

They skid to a stop by the engine room to see the captain and Scannell working, "Why is this happening?" the captain asked them.

"Stay here!" the Doctor shouted at them, "We mean it this time!" and they turned to run off, "Jump start those engines!"

They ran quickly down the hall when the computer announced, "Jettison held."

But that didn't stop them, because whatever was in the ship wanted them all gone and it would only be a matter of time before…

"Jettison reactivated."

They ran around a corner and through Area 20.

"Jettison pod stabilized."

They ran through the door into Area 17, "That's enough!" the Doctor shouted, seeing someone standing at the keypad outside the escape pod, wearing a welding mask, "What do you want? Why this ship? Tell us!"

Instead of answer, the man just put his fist through the keypad, disabling the controls.

"Jettison activated."

"No!" the Professor shouted as sirens went off following the activation.

"Come on," the Doctor glared at the man, "Let's see you," he advanced on the two of them, "We wanna know what you really are…"

The man lifted his hand to his visor when he suddenly doubled over and backed away from them. They watched for only a few moments before the man stood and walked towards them again...

"Airlock sealed."

…only to walk right past them and out of the area.

They wasted no time in getting to work.

The Doctor ran to the nearest comm. while the Professor ran to the controls, trying to see if there was something she could salvage of the wreck.

"McDonnell!" the Doctor shouted, "Ashton's heading in your direction! He's been infected, just like Korwin!"

"Korwin's dead, Doctor," the Scannell replied.

"Airlock decompression completed. Jettisoning pod."

"No!" the Professor shouted, but there was nothing they could do from there, the wires were torn to hell. Given a few hours she could fix it, but not in the next few seconds.

The Doctor ran over to the airlock door, looking through the small porthole with the Professor, watching as Martha, just a few feet away, tapped on the glass of the pod, calling for them silently.

"Doctor!" they could see her call, "Professor!"

"We'll save you!" the Doctor promised.

"Doctor! Professor!"

"We'll save you Martha," the Professor said quietly, knowing Martha couldn't hear them either.

The pod drifted out, towards the star, Martha getting small and smaller.

"Impact in 17:05."

The Doctor raced back to the comm., "Scannell! I need a spacesuit in Area 17, now!"

"What for?" the man asked.

"Just get down here!"

~8~

The Doctor stood in Area 17, dressed in an orange spacesuit that reminded the Professor of the one he'd worn when he'd gone with Ida into the pit.

"I can't let you do this," Scannell told him.

"You're wasting your breath, Scannell," the Professor told him, "Once his mind is on something…he never changes it for anything."

"Well…" he tried to grin a bit, "One thing…" he gave her a pointed look.

"Yeah," she nodded, considering his words, if she whipped out the 'sad eyes' he'd do whatever she asked, "But I'm not gonna stop you."

He smiled at her, "I know."

"You wanna open an airlock, in flight, on a ship spinning into the sun," Scannell looked between the two of them as though they were mad, "No one can survive that!"

"Oh, just you watch!"

"You open that airlock, it's suicide. This close to the sun, the shields will barely protect you."

"If he can breach the magnetic lock on the ship's exterior, it should re-magnetize the pod," the Professor explained the plan she and the Doctor had already come up with, "But…while he's out there, you have got to get the rest of those doors open. We  _need_  those auxiliary engines."

Scannell shook his head and turned to the Doctor, "Doctor, will you listen! They're too far away, it's too late!"

"We're not gonna lose her," the Doctor insisted, now understanding how the Professor had felt when facing Lazarus.

The Professor put his helmet on, securing him, before he walked past Scannell to the airlock door. It slid open and he stepped inside, looking back at the Professor for a moment, taking her hand and squeezing it once more before the doors began to close.

"Decompression, initiating. Impact in 12:55."

~8~

"Impact in 11:15. Heat shield failing. At 10 percent."

The Doctor walked towards the exterior door and pressed a button on the keypad, opening them. He recoiled slightly from the heat and brightness before grabbing onto the frame, battling the vacuum of space to hold onto the edge of the ship. He clambered out, nearly getting swept away a few times, but managing to hang on. He swung his hand out, trying to reach a column of buttons just to the right. His hissed but stretched.

"Come on!" he groaned through gritted teeth before managing to push the buttons, "Go on my son!"

He repositioned himself, trying to reach a box to the right of the buttons.

' _Doctor,_ ' the Professor called in his mind, ' _How're you doing?_ '

He stretched as far he could, nearly reaching the handle that would open the box, ' _I can't! I can't reach! I don't know how much longer I can last!_ '

' _Don't give up. You never gave up on me, I'll never give up on you. You can't give up on yourself. You can do it._ '

He steeled himself and stretched, knocking the cover off the box. With a scream of pain and strength, he swung out and grabbed the lever, pulling with all his might till it moved down. He struggled to head back to the airlock, his strength spent. He dropped to his knees in the chamber and looked out over the bottom lip to see the sun. He stared at it, confused, frightened, as the light reflected off his helmet.

"It's alive…" he whispered, "It's alive?" before realizing, "It's alive!"

~8~

"It's alive?" the Professor breathed, before she felt a terrible pain shoot through her…no, not her…the Doctor!

"Doctor!" she shouted through the comm., "You need to get out of there now!"

"Impact in 8:57."

The airlock sealed closed and filled with air once more as the Doctor pulled off his helmet, seeming to be in an enormous amount of pain.

"Airlock recompression completed."

He fell out of the airlock and into the corridor, straight into the Professor's arms, gripping her tightly as he struggled against the pain. Martha and Riley clambered out of the escape pod and ran into the hall.

"Doctor!" Martha gasped, rushing over to them, "Doctor!" she dropped to her knees, "Professor, what's wrong with him?"

She reached out to touch him but the Doctor flinched away, his eyes opening to reveal the yellow of the sun burning through him, "Stay away from me!" he snarled, pushing himself back, more into the Professor's embrace. He closed his eyes, writhing in pain as she struggled to hold onto him.

Martha backed away quickly as the captain appeared around the corner, "What's happened?"

"It's your fault, Captain McDonnell!" the Doctor shouted, straining.

"Riley! Get down to Area 10 and help Scannell with the doors. Go!"

"You mined that sun!" he continued to shout as Riley ran off, "Stripped its surface for cheap fuel! You should have scanned for life!"

"I don't understand."

"What's he talking about?" Martha shook her head.

"The sun is alive," the Professor told them as the Doctor groaned in pain, "A living organism! The energy scoops tore out its heart to use for fuel and now it's screaming!"

She grimaced, hearing just that in his mind.

"What do you mean?" the captain panicked, "How can a sun be alive? How do you know that?"

"Because it's living in me," the Doctor growled.

"Oh my God…"

"Humans!" he spat, "You grab whatever's nearest and bleed it dry!" he screamed in agony, "You should have scanned!"

"It takes too long! We'd be caught! Fusion scoops are illegal!"

"Professor," he gripped her tightly, "You…you have to freeze me, quickly!"

"What?" Martha's eyes widened.

The Professor, however, just nodded, "The stasis chamber," she struggled to get him up, "Martha help!" Martha shook her head and ran to the Doctor's other side, hefting him up, "We need to keep him below minus 200 for 10 seconds to freeze it out of him."

He screamed again as he was made to stand, the two women struggling to get him out.

He gripped the Professor's arm, "It'll use me to kill you if you don't! You need to hurry! The closer we get to the sun, the stronger…it gets! Med-center! Quickly! Quickly!"

"Impact in 7:30."

~8~

They scrambled into the med-center, breaking through the plastic door as the Doctor screamed, falling to his knees, taking the Professor down with him. Martha ran over to the chamber and grabbed the instruction manual as the Professor wouldn't be able to go help her, not with the Doctor's death grip on her.

"You can do it Martha," the Professor told her.

"Professor…" the Doctor groaned.

"It's alright," she whispered, putting her other arm around him, running her fingers though his hair, "I'm here!"

"Stasis chamber, minus 200, yeah?" Martha called.

"Yeah," the Professor nodded before turning to the captain, motioning for help. The woman stepped forward and helped her lift the Doctor on to the chamber's bed.

"You don't know how this equipment works!" the captain told them as she helped, "You'll kill him! Nobody can survive those temperatures!"

"He's not human," the Professor told her, "Neither am I!"

"If she says he can survive, then he can," Martha nodded, sounding more confident than she felt, but she trusted the Professor.

"Let me help you then," the woman stepped over to Martha.

"You've done enough damage!" Martha snapped at her.

"10 seconds," the Professor reminded her, "That's all he'll be able to take. No more!" he screamed and grabbed her arm tightly, "What is it love?" she whispered to him.

He gurgled and retched, "It's burning me up. I can't control it. If you don't get rid of it…" his voice took on a dark note, "I could kill you. I could kill you all…" he grimaced, fighting back, "I'm scared!" he whimpered, sounding truly terrified, "I'm so scared!"

"Don't worry love," she soothed him, "You saved us, now we return the favor."

"It's bloody killing me! I don't want it to make me kill you."

"And it won't," the Professor told him firmly, "You won't let it hurt me," her eyes filled with tears, "You never let  _anything_ hurt me."

"Got it!" Martha shouted, looking over at them, "You ready?"

"No!" the Doctor cried.

Martha pushed the lever that slid the bed back into the chamber. The Professor reluctantly stepping back, despite the fact the Doctor reached for her. Martha pressed in 200 and the process started. The Doctor screaming from within the chamber as the temperature dropped.

"Heat shields failing. At 5 percent."

They looked at the chamber, just reaching minus 70 when it shut off.

"No!" the Doctor shouted, "Martha you can't stop it! Not yet!"

"What's happened?" Martha looked at the captain in shock.

"Power's been cut in engineering," she replied.

"But who's down there?"

"Leave it to me," she swallowed hard and ran out of the room.

The Professor knelt down and looked into the chamber, biting her lip as the Doctor screamed again.

"Impact in 4:47."

~8~

Martha and the Professor tried in vain to get the chamber working again but, without power from engineering, it looked hopeless.

"Come on!" Martha banged the chamber's controls, "You're defrosting."

"Martha!" the Professor turned to the girl as the Doctor screamed, "You have to go."

"What?"

"Get to the front! Vent the engines! The sun particles in the fuel, get rid of them!"

"I can't just leave…"

"You've got to! Give back what they took and it'll be over!" Martha hesitated, "Please!"

She nodded, "I'll be right back."

The Professor watched as Martha ran out of the room.

"Impact in 4:08."

~8~

"Impact in 3:43."

"Riley, Scannell," the captain called over the comm. as the Professor looked up, "I'm sorry."

"McDonnell!" she heard Scannell shout, "McDonnell!"

"Exterior airlock opened."

She closed her eyes, knowing what had happened.

~8~

"Impact in 2:17."

The Doctor fell out of the chamber, into the Professor's arms once more as she held him, fighting against the sun within him. He was nearly thrown out of her arms by some invisible force but she had always been slightly possessive and was not about to let go of him for anything.

"Survival element protection. 0 percent."

"Kata…" he gasped, holding her tightly but not wanting her to be hurt, "I can't fight it. I can't…" his eyes opened and the two blazing suns stared back at her, "Burn with me. Burn with me!" he groaned, pulling away, "NO!" he tried to shove her back, "Get way. Kata, get back!"

"No," she held onto him tighter, resting her forehead against his, "No Theta. I'd rather burn with you than live without you."

He groaned, fighting with everything he had.

"Impact in 1:21."

He screamed, the glowing of the sun surrounding him.

~8~

"Life support systems reaching critical. Repeat: Life support systems reaching critical. Impact in 1:06. Collision alert. Collision alert."

She looked up, praying Martha would make it in time.

~8~

"Fuel dump in progress. Fuel dump in progress.

The Professor held on tight, ignoring the heat radiating from the Doctor before it slowly started to fade, his screaming stopping till he nearly collapsed in her arms, panting, his energy spent, still in pain.

~8~

"Impact averted. Impact averted."

Martha ran out of the auxiliary engine room, down the halls, towards the med-center only to see the Doctor, looking worse for the wear, leaning heavily on the Professor as they walked towards her. She grinned widely and ran over to them, pulling them both into a tight hug.

~8~

Riley and Scannell stood in Area 30, looking at the blue box that was the TARDIS, the Doctor and Professor walking around it, examining her for damage.

"This is never your ship!" Scannell shook his head.

"Compact!" the Doctor laughed, "And another good word, robust!"

"Barely a scorch mark on her," the Professor smiled.

"We can't just leave them drifting with no fuel," Martha remarked, eyeing Riley and Scannell.

"We've sent out an official mayday," Riley reassured her, "The authorities will pick us up soon enough."

"Though how we explain what happened…" Scannell trailed.

"Just tell them…" the Doctor said, opening the door to the TARDIS, "That sun needs care and protection, just like any other living thing."

Scannell nodded as the Doctor and Professor headed into the TARDIS, hand in hand, as they had been since they'd dumped the fuel. They walked to the console, preparing the TARDIS for dematerialization, waiting for Martha to join them…

A few moments later Martha stepped into the TARDIS, shutting the door behind her. She paused a moment, looking up at the console where the Doctor and Professor seemed to just be coming out of an equally 'hot' kiss of their own before hugging each other tightly, the Doctor's face buried in her neck, her own in his chest. She smiled softly at the sight before walking over to them.

"So!" she called, getting their attention, "Didn't really need you in the end, did we?" she frowned at how that sounded, "Sorry. How're you doing? The both of you?"

"Now!" the Doctor smiled, not wanting to answer, he didn't want her to know just how truly terrified he'd been before, not just of being killed by a star but knowing the star would have made him kill them both as well, "What do you say? Ice skating on the mineral lakes of Koorharn? Fancy it?"

Martha looked down, disappointed he wouldn't talk to her, "Whatever you like."

The Professor nudged the Doctor and he turned to Martha, "By the way, you'll be needing this," he held out a TARDIS key on a long chain.

"Really?" she asked, all grins now.

"Frequent Flyer's Privilege," he nodded, accepting her, for the first time, as a proper Companion. He slowly lowered the key into her hand, "And…thank you."

"Don't mention it," she waved him off.

"No, but really," the Professor hugged her tightly, "Thanks."

She smiled, before pulling away sharply, "Oh no! Mum!"

They laughed as she walked off to call her mother. The Professor looked at the Doctor with a soft smile, taking his hand and squeezing it once more before they got to work setting out for their next adventure.

* * *

**Notes for the Chapter:**

> I bet you're all wondering how Human Nature/The Family of Blood is going to work out with two Time Lords. I'm only going to give two hints about Human Nature for now: Martha and the Professor have a few small bonding moments (a much larger one coming up in Blink)...and...there's another flashback :)


	9. Human Nature

_The console of the TARDIS sparked as Martha ran in, the Professor dashing after her, followed by the Doctor. They threw themselves to the floor, narrowly avoiding a green beam before picking themselves up. The Doctor shoved the door shut and ran to the Professor's side, helping her up as they ran to Martha, pulling her up to make sure she was alright._

" _Did they see you?" the Doctor asked Martha urgently._

" _I don't know!" Martha shouted._

" _Did they see you?"_

" _I don't know. I was too busy running!"_

" _Martha, it's important, did they see your face?" he shook her._

" _No," she said after a moment, "They couldn't have!"_

_The Doctor turned, joining the Professor at the console, getting ready to leave._

" _Off we go!" the Doctor shouted as Martha joined them. Suddenly something beeped in warning, symbols in Gallifreyan scrolled across the monitor._

" _No!" the Professor's eyes widened, reading them, she looked at the Doctor, "They're following us!"_

_The Doctor's expression grew grim as he tried to set the TARDIS on a different path, throw them off._

" _How can they do that, you've got a time machine!" Martha shook her head._

" _Stolen technology," the Doctor guessed, "They've got a Time Agent's Vortex Manipulator. They can follow us wherever we go, right across the Universe…" he paused, looking at the Professor, "They're never going to stop."_

_He ran a hand through his hair nervously when an idea came to him, "Unless..."_

" _No," the Professor cut in, walking over to him, "You can't!"_

" _I'll have to do it..." he looked her desperately in the eyes, "I'm sorry, I'm so sorry, but I have to," he took a breath, "I need to teleport you out of here."_

" _Doctor, no!" she cried, grabbing his arms._

" _To Sarah Jane. She can protect you, they won't know you've gone, they only caught my scent, we can't risk them catching you as well."_

" _Doctor…" she whispered, tears in her eyes._

" _I'll have to use the Chameleon Arch," he added, taking her face in his hands, "It's only good for one."_

" _No. Please, don't. You'll forget me."_

" _Never ever," he promised her, pulling her into a deep kiss and hitting a button on the console. A movement later…she disappeared._

_The Doctor shut his eyes tightly for a moment._

" _Where did she go?" Martha demanded, walking over, trying to find the Professor._

_He just spun to face her, "Martha, you trust me don't you?"_

" _Of course I do."_

"' _Cos it all depends on you," he dove below the console and pulled something out._

" _What does, what am I supposed to do?" Martha shook her head, confused._

_He stood up, holding an ornate pocket watch, "Take this watch, 'cos my life depends on it. The watch, Martha…the watch is…"_

His eyes snapped open to find himself in a bed, wearing a pair of blue stripped pajamas. He blinked in confusion a few times, the last effects of the dream drifting away. He sat up, turning to get out of bed in his Victorian styled room. He rubbed his eyes when a knock sounded on the door a moment before it opened.

"Come in," he called.

Martha entered, wearing a period maid's uniform, carrying a tray of breakfast. She paused, seeing him just sitting on the bed. Her eyes widened and she turned back, "Pardon me, Mr. Smith, you're not dressed yet. I can come back later…"

"No!" he called, standing and pulling a dressing gown around him, "It's alright, it's alright. Put it down," Martha walked over to a table in the middle of the room, setting the tray down, keeping her eyes lowered, "Katherine would have my head if I didn't eat a proper meal," he smiled, watching her thoughtfully.

Martha smiled, "That she would, sir."

He watched her a moment longer before continuing, "I was, um...sorry, sorry," he sighed, "Sometimes I have these extraordinary dreams."

"What about, sir?" she asked, turning to the window and pulling the drapes open.

"I dream I'm this..." he frowned, looking for the right word, "Adventurer. This...daredevil, a madman. 'The Doctor,' I'm called. Katherine is there as well, I seem to call her 'the Professor' in a few of them…" he smiled softly at that before shaking himself out of his thoughts, "And last night I dreamt that you were there, as our...Companion."

Martha crossed the room, back to the tray as he watched her, "A teacher, his wife, and a housemaid, sir? That's impossible."

"Ah no, a man from another world, though..."

"Well it can't be true because there's no such thing."

He turned to walk to the fireplace, looking at the mantle where the watch from his dream was sitting, "This thing..." he picked it up, the watch his wife had given him, "The watch..." Martha eyed him closely, with baited breath, only for him to place it back on the mantle, "Ah, it's funny how dreams slip away," he turned to Martha with a smile, "But I do remember one thing, it all took place in the future. In the year of Our Lord two thousand and seven."

"I can prove that wrong for you sir, here's the morning paper," she handed it to him, "It's Monday, November 10th, 1913."

"November," he said quietly, his thumb absently twisting the ring on his left hand, "It's been two months since we left."

"Yes sir," she nodded with a soft smile, "But she'll be here soon enough."

"Just one more month," he beamed, "In time for Christmas!"

"She'll be very happy to see you sir, alive and well and completely human. As human as they come."

"Mmm, that's me," he nodded in thought, now twisting the ring in anticipation, "Completely human."

~8~

Martha sighed as she went about tidying the room, the Doctor, or John Smith as he believed himself to be, had just left to go teach a history class.

The Doctor had explained to her quickly that he was going to make himself human, have the TARDIS create a false set of memories for him and stick him somewhere in time. Apparently she'd ended up as a maid, working for a John Smith, the new teacher of that very school. John Smith had left his wife, which Martha was praying meant the Professor, though, given the way he dreamed about the woman, it had to be her, at home to come and get situated at the school. He had requested that his wife wait three months before following after him as he'd guessed he would have his affairs in order by then and his wife had insisted he take Martha with him to watch over him. Three months was how long the Doctor had said it would take for the aliens after them to die off. He'd explained that the aliens, the Family, as he called them, were after a Time Lord, which was why he'd sent the Professor away.

She pulled the sheets up, making the bed. She was counting down the days till they could get back to the TARDIS and travelling and pick up the Professor again. She hated to admit it, but she was rather lonely. The Professor had become a rather good friend of hers over the months as she had become a sort of confidant of the Professor's as well. The woman would talk to her, about thing she couldn't with the Doctor. She'd even told her more about her predecessor, Rose, and the whole mess the three of them had found themselves in. She had been right, it certainly was awkward with two women loving the same man living in the little phone box together.

She sighed, finishing up, and taking the tray of half eaten breakfast to return to the kitchens.

~8~

Martha was on her knees beside another maid, Jenny, scrubbing away at the floor when John walked past, "Morning, sir," she smiled at him

"Yes, hi," he muttered distractedly, a small bit of paper in his hands. Martha knew what it was. It seemed John Smith had a talent for sketching. The first thing he'd done when he'd woken up and gathered his bearings was sketch the Professor. He often kept it with him and would look at it every so often throughout the day. It always brought a sad smile to Martha's face, he missed her terribly, as did she.

"Head in the clouds, that one," Jenny remarked as he disappeared upstairs, "Don't know why you're so sweet on him."

Martha smiled slyly as they continued scrubbing, "He and his wife are just so kind to me, that's all. Not everyone's that considerate, what with me being…" she gestured to her face.

"A Londoner?"

"Exactly," Martha laughed, "Good old London Town!"

Two senior boys, who Martha recognized as Baines and Hutchinson, walked over to them, "Ah, now then, you two," Baines began authoritatively. They quickly sobered up and looked at the boys, "You're not paid to have fun, are you. Put a little backbone into it."

"Yes sir," Jenny looked meekly down at the floor, "Sorry, sir."

"You there," Hutchinson looked at Martha, "What's your name again?"

"Martha, sir," she replied, "Martha Jones."

"Tell me then, Jones, with hands like those, how can you tell when something's clean?"

The boys laughed cruelly at her and left, the women watching after them.

"That's very funny, sir," Martha replied dryly, once they were far enough away.

"Careful now, don't answer back," Jenny warned.

"I'd answer back with my bucket over his head."

Jenny laughed and turned back to finish the last of the scrubbing, "Oh I wish!" she paused in thought, looking over at the boys, "Just think though. In a few years time boys like that will be running the country."

"1913," Martha replied quietly as she stood, having finished, "They might not."

"What's that?" Jenny asked, standing as well.

"Nothing," Martha smiled at her. Jenny took the bucket and headed back to the kitchens, leaving Martha alone. She sighed about to head up the stairs when she felt something suddenly start to burn in her pocket. She reached in and pulled out the TARDIS key, glowing hotly. Her eyes widened in alarm and she dashed off.

~8~

Martha burst into the TARDIS with a gasp, panting as she looked around to see what was wrong, only to see the box still powered down.

"What was that for?" she called out, the key starting to grow cool.

She waited a moment longer before turning to walk out when she heard a small hum behind her. She spun around to see the Professor fade into view exactly where she disappeared.

"Martha?" the Professor frowned as she became solid.

"What are you doing here?" Martha asked, running over to her, hugging her tightly.

"I don't know," she admitted, pulling away slightly, "Is it safe? Did the Doctor do this?"

Martha shook her head, "He programmed the TARDIS to get you back at the end of three months, it's only been two."

The Professor turned to the TARDIS, trying to put in some controls while it was still powered down, "I can't teleport back without starting the TARDIS up again…why did she bring me back?"

"Well, we've got to take you back to the Doctor. You can't just stay here, 'cos he said they might be looking for the TARDIS and they can't find you in here…but we  _can't_  take you back, what if they're hiding around and sense you or something?"

"Got that covered," the Professor replied, pulling a small spray bottle out of her pocket and spritzing it all over her.

"What is that?" Martha grimaced at the foul smell before it dissipated and became almost unscented.

"Sarah Jane and I developed it with the help of her computer Mr. Smith. It masks the scent of a Time Lord, doesn't quite make us smell human but masks our scent entirely. Took us nearly the whole two months to get it right. The first batch ended up turning me purple of all things."

Martha laughed and nodded, but then noticed something, "Oh, but wait, your clothes. It's 1913 right now."

The Professor nodded, "Give me a few minutes, hopefully the pathways to the rooms are still online, I might be able to find the wardrobe."

She dashed off, up the stairs to the gantry, and through the door. Martha sat down on the captain's chair and waited a few minutes before she came running back, now dressed in period clothes. It was a long sleeved light blue dress that seemed to cross in the front like a robe but with a high waist and solid skirt. Her hair was pulled up and held back with a single clip on the side as it always was.

"Is this alright?" she asked.

"Perfect," Martha nodded, having seen the other women of the town wearing something similar, "Just one more thing…" she reached over the console and picked up a simple golden wedding band and engagement ring, tossing them to the Professor to put on.

She smiled and joined Martha, stepping out of the TARDIS, and heading back to town, "So what story did the TARDIS come up with?" she gestured at the rings.

"You don't know? I thought you could read the Doctor's mind."

"I can. But if he's really used the Chameleon Arch he's not a Time Lord right now, I can't read him any more than I can a human."

Martha nodded, that made sense, "You're his wife Katherine Smith, he's John Smith by the way. You were to stay at home for three months till he got settled here to come join him."

The Professor nodded, though it didn't really help her any, "What's he like?"

"He's  _so_  different! All prim and proper and polite!"

"No!" she gasped jokingly at the thought of the Doctor not being rude.

"He's missed you though. Not a night goes by he doesn't dream of you, not a day passes he doesn't talk to me about you."

She smiled softly at that, "I missed him too."

Martha reached out and put a hand on the woman's shoulder, "Come on, we're near town, just a few more minutes and you'll be reintroduced."

~8~

"Excuse me, ma'am," a young boy murmured as he passed the Matron of the school while she walked down the upper hall.

"Oh, good morning Mr. Smith," she smiled, seeing John overloaded with a pile of books.

He fumbled with the top book as it fell to the floor. He moved to step on it, to stop it falling away, "There we go…"

"Let me help you," she moved.

"No, no, I've got it, no..." he cut in before glancing at the books, trying to work out how to pick the last book up now, "Um...ah...just to...retrieve...ah...if you could take these…" he handed her the stack of books and bent down to pick up the other one.

"Good," she smiled warmly at him.

"No harm done," he smiled back, straightening, "So, um, how was Jenkins?"

"Oh, just a cold, nothing serious. I think he's missing his mother more than anything."

"Aw, can't have that."

"He received a letter this morning so he's a lot more chipper," she replied, looking down at the stack of books, "I appear to be holding your books."

He suddenly jerked forward to take them back, "Yes, so you are! Sorry, sorry. Just let me…"

"No, why don't I take half?" she suggested.

"Ah, brilliant idea, brilliant," he nodded, it was just like something Katherine would say, "Perfect. Division of labor."

"We make quite a team."

"Don't we just?"

Her grin faltered, he seemed oblivious to her subtle advance, "So, these books. Were they being taken in any particular direction?"

"Yes," he looked around, "Um..." he turned completely in the other direction, "This way," he gestured for her to go first, ever the gentleman, "I always say, Matron, give the boys a good head of steam, they'll soon wear themselves out."

"Truth be told," she said quietly, "When it's just you and me, I'd much rather you call me Nurse Redfern. 'Matron' sounds rather...well, matronly."

"Ah, Nurse Redfern it is then," he nodded politely, she was just like his Katherine, she was never big on titles either.

"Though we've known each other all of two months, you could even say 'Joan.'"

"Joan?" he tilted his head, a bit confused.

"That's my name."

"Well, obviously," he nodded, flustered and uncomfortable now.

"And it's John, isn't it?"

"Yes, yes it is," he looked away from her, just a tad reluctant to let her be that familiar with him.

They stepped down the stairs when Joan paused at a notice on a headboard, "Have you seen this, John? The annual dance at the village hall tomorrow. It's nothing formal, but rather fun by all accounts," she glanced at him hopefully, "Do you think you'll go?"

He stammered for a moment, quite shocked by how forward she was, "I hadn't thought about it."

And truly he hadn't.

He'd been working feverishly to get his accounts settled in the vain hope that, should he succeed in doing so, his Katherine could come stay there all the sooner, though many things kept getting in the way of his work.

"It's been ages since I've been to a dance, only no one's asked me," she laughed nervously, as though sensing his reluctance.

"Well, I should imagine that you would be...um..." he cleared his throat, having absolutely no idea what he could say to that, "I mean I never thought you'd be one for...I mean there's no reason why you shouldn't…if you do, you may not...I probably won't, but even if I did then I couldn't...um, I mean I wouldn't want to…"

"The stairs," she cut in.

"It…what about the stairs?"

"They're right behind you."

He turned around to see and overbalanced, falling backwards down them, sending all the books flying.

~8~

"Martha!" Jenny called, dashing down the steps to the main door, having been looking for Martha everywhere only to see her just stepping in with another woman, "Martha it's Mr. Smith!"

"What?" Martha's eyes widened, she'd just gotten done telling the Professor that John Smith seemed to be rather dull compared to the Doctor, rather careful.

"What happened?" the Professor asked, concerned. Whether or not John Smith was the Doctor, it was still his body and, according to his story, she was still his wife, near enough.

"Oh, Jenny, this is Katherine Smith," Martha introduced quickly, "His wife."

"He took a spill down the stairs," Jenny explained, "The Matron's checking him over in his room."

"Right, thanks," Martha nodded, taking the Professor's hand and pulling her up the stairs, down a hall, towards the room.

"Stop it!" they heard a woman chastise as they neared the door, "I get boys causing less fuss than this."

"Because it hurts!" the Doctor's voice rang out with a sulk to it.

"Is he alright?" Martha burst in without knocking.

"Excuse me, Martha," the Matron said stiffly, "It's hardly good form to enter a master's study without knocking."

"Sorry, right, yeah," she said, annoyed, turning to rush back to the door and knock on it before entering again.

"John are you alright?" the Professor asked, doing her best to try and mimic the manners and speech of the period.

"No, it was just a tumble, that's all," he mumbled, before looking up, startled, "Katherine?"

She smiled, "Hello John."

He slowly stood up, eyes wide, "What are you doing here?"

"I wanted to surprise you," she said quietly as he stepped closer to her, "Are you surprised?"

"Very," he beamed, reaching out to stroke her cheek.

"I missed you," she added, leaning into his touch.

"Me too. Three months is too long. I was just about to write and ask you to come now, wasn't I Martha?" he looked up at her.

"He was," Martha agreed.

"Then I'm glad I came now," she remarked, looking around the cluttered room, "I doubt you'd be able to find a spot to write me in."

John cast a small glare at Martha who quickly got to work tidying the room again. He smiled back at the Professor before turning and seeing Joan staring at her in a combination of surprise and curiosity, just barely able to mask her hurt, "Oh, Matron, this is Katherine, my wife."

Joan blinked, "Your wife?"

He nodded, grinning widely as he led the Professor over to a small sofa to sit on, taking a seat beside her. Joan looked down at his hands, noticing, for the first time it seemed, that John was, in fact, wearing a simple gold wedding band on his left hand. She nearly smacked herself for being so daft as to not notice that.

"I was just telling Nurse Redfern…Matron, um, about my dreams," John explained to the Professor, "Um, ones I've been having ever since I left," he added with a small blush, "They are quite remarkable tales."

"I'd love to hear them," the Professor smiled.

He nearly beamed again, just knowing that she would. His wife was just so curious and interested to hear about new things, especially any dreams he'd had no matter how odd they were, "I keep imagining that I'm someone else, and that I'm hiding…"

"Hiding?" Joan asked, taking the seat John had vacated across from them, "In what way?"

"Um..." he looked up, a bit sheepish, having almost completely forgotten she was in the room, "Er...almost every night..." he laughed, "This is going to sound silly…"

"Which is one of the reasons I married you," the Professor cut in, reassuring him.

"I dream, quite often, that I have two hearts."

"Well then, I can be the judge of that," Joan called, getting up and pulling out a stethoscope from her bag with a smile. She walked over to John, placing it on his chest to listen to his heart while Martha and the Professor exchanged a look, "I can confirm the diagnosis, just one heart, singular."

Martha looked down in disappointment as the Doctor laughed at his apparent silliness, "I have written down some of these dreams in the form of fiction," he continued, "In that journal you gave me for the trip Kat," the Professor jerked at the shortening of the name. Just add an 'A' and it would be her true name, "Um...not that it would be of any interest…"

"Come now John," the Professor cut in, "When have I ever NOT been interested in you?" John looked at the Professor, bashful that he had ever assumed such, "May I see it?"

"I'd be very interested as well," Joan called.

John smiled and got up to pull a journal off his desk, "Well...I've never shown it to anyone yet…" he turned and opened the little black book, the women getting up to stand on either side of him.

"'Journal of Impossible Things,'" Joan read of the first page.

He nodded, turning a few pages to reveal writing and ink pictures, the console of the TARDIS, its monitor, a gas-masked victim that the Professor recognized from a story of the Doctor's earlier adventures.

"Just look at these creatures!" Joan gasped.

John turned another page to a Dalek, the Professor swallowed hard at the sight.

"Such imagination," Joan gushed, though John's attention seemed more focused on his wife's opinion than hers.

"It's become quite a hobby," he remarked, turning more pages. The Professor smiled, recognizing Moxx of Balhoon, mannequins, the clockwork robots from her first adventure with the Doctor.

"It's wonderful," she breathed, smiling up at John as he beamed.

"And quite an eye for the pretty girls," Joan commented.

John and the Professor looked down to see Rose sketched out on one page, "Oh," he breathed, "I'm so sorry Kat," he looked at her sadly, she did her best to look sad as well and not at all as confused as she felt, "I'd forgotten I'd drawn your sister," she nodded, realizing that, in the story he believed, Rose must have been her sister…which was oddly poetic as he had certain feelings for Rose, her 'sister,' much like he'd convinced himself of with Mayra, her cousin. He turned to Joan and spoke quietly, "She disappeared recently."

"What else is there?" the Professor asked. John quickly turned the page to the Cybermen and then a small sketch of the TARDIS.

"Ah, that's the box, the blue box, it's always there," he smiled, "Like a...like a magic carpet, this funny little box that transports me to faraway places."

"Like a doorway?" Joan ventured.

"Mmm," he nodded, turning to the next page where he'd drawn all his past faces, "My family," he explained. The Professor smiled at that, "I sometimes think how magical life would be if things like this were true."

"If only," the Professor agreed.

"It's just a dream," he laughed, turning the page where one side was of the pocket watch and the other, a rather lovely sketch of the Professor. He looked to see her blushing at her portrayal and gave her a soft kiss on top of her head.

~8~

That night Jenny was sitting on a small table outside the village pub when Martha stepped out, carrying two pints, both women wrapped tightly in a coat, hat, and gloves to stave off the cold. Jenny was shocked when the Professor stepped out after her, carrying a small steaming cup of something as well.

"Mrs. Smith!" Jenny stood up.

"Hello Jenny," the Professor smiled at her, "I hope you don't mind if I join you?"

"Not at all ma'am."

"Please Jenny, just Katherine," she replied, sitting down as Jenny slowly sat as well, "John might be coming out too."

"How did you convince him of that?" Martha looked at her, "It's freezing out here!"

"I just gave him my 'sad eyes,'" she smirked a bit.

Martha laughed at that, recalling a few stories the Professor had told her about her and the Doctor on Gallifrey. They'd gone ice skating, as the Doctor planned, but he refused to actually skate. The girls had pleaded with him but he still refused, till the Professor walked up to him and gave him what Martha could only describe as puppy dog eyes. He'd caved almost immediately, fallen down more than he stood, and ended up covered in bruises, but he'd done it…for her.

She shivered, "I don't understand, why can't we have a drink inside the pub?"

"Now don't be ridiculous," Jenny laughed, "You do get these notions! It's all very well those Suffragettes, but that's London, that's miles away."

"But don't you want to scream sometimes, having to bow and scrape and behave, don't you just wanna tell them?"

Jenny smiled, "I dunno. Things must be different in your country."

"Very different," the Professor nodded.

"Thank God we're not staying," Martha remarked.

"You keep saying that," Jenny eyed her.

"Just you wait. One more month and I'm as free as the wind," she sighed, "I wish you could come with us Jenny, you'd love it!"

"Maybe she can," the Professor thought out loud, looking at Jenny appraisingly. It took a special sort of person to be a Companion, especially to the Doctor.

"Where are you gonna go?" Jenny asked.

"Anywhere," the Professor smiled as she and Martha looked up at the stars, "Everywhere."

"Just look up there," Martha nodded up, "Imagine you could go all the way out to the stars."

"You don't half say mad things!" Jenny laughed.

"That's where we're going. Into the sky, all the way out."

Jenny laughed again when suddenly a green light shot through the sky.

The Professor jumped up, alarmed, while Martha gasped in surprise, "Did you see that?" Martha breathed.

"See what?" Jenny frowned.

Martha looked at the Professor, standing as well, "Did you see it though?"

The Professor nodded, "Right up there, just for a second."

"There's nothing there," Jenny frowned.

Martha turned to ask the Professor if it was the Family when she spotted the Matron running towards them, looking frightened, "Matron, are you alright?"

"Did you see that?" Joan gasped, "There was something in the woods...this light..."

Just then John stepped out of the pub, "Anything wrong, ladies?" he asked, moving over to the Professor's side and taking her hand.

"About time John," she replied jokingly, though a bit tense as she glanced towards the woods, "I was about to send a search party for you."

"Ah, yes," he replied bashfully, "The headmaster cornered me and was inquiring to the end of semester finals I had planned for my classes. But enough of that, it's far too cold to be standing around in the dark, don't you…"

"There!" Joan shouted, interrupting him as she pointed to the sky where the green light flew past again, "There, look in the sky!"

"That's beautiful," Jenny breathed.

Martha looked over at the Professor, both of them sharing a meaningful glance before the Professor nodded.

It was them.

"There..." John nodded, "Commonly known as a meteorite. It's just rocks falling to the ground, that's all."

"It came down in the woods," the Professor remarked, eyeing Martha who nodded this time.

"No, no, no," he shook his head, "They always look close, when actually they're miles off. Nothing left but a cinder. Now…I think I should escort you back to the school," he smiled at her before looking up at Joan, "Matron?" she nodded and he turned to Martha and Jenny, "Ladies?"

"No, we're fine, thanks," Martha replied, looking at the woods.

"Then I shall bid you goodnight," he put his hat on and started to walk off with the Professor.

"Martha," the Professor called as they passed, "Be careful."

"Of course ma'am," she nodded, both of them knowing she was going to go looking for the ship.

~8~

The next day Martha and the Professor walked through the woods towards an old stone barn where the TARDIS was kept. She had snuck out of hers and John's room last night when Martha gently knocked on the door so they could speak about the ship…or lack thereof.

According to Martha, she and Jenny had gone right to where it fell but there was nothing there. Martha ventured a guess that it was invisible, some sort of cloaking device, and the Professor had to agree. They were going back to the TARDIS to see if any of the low powered scanners had picked anything up.

Martha pushed open the door and smiled, seeing the TARDIS still there despite the fact the Family had now landed and were probably looking for it. She pulled out the key from the chain around her neck and opened the door, walking in with the Professor.

"Hello," the Professor breathed. The ship hummed softly.

"Talking to a machine..." Martha shook her head as she took off her gloves and headed to the console. The Professor moved around, looking at the scanners while Martha's mind drifted to what had happened the last time the Doctor had been there…the agony he had to endure to use the Chameleon Arch...

She shook her head, not wanting to remember the Doctor's cries and screams of pain as his biology was rewritten.

"Nothing," the Professor sighed, "She picked up a trace, but we can't pinpoint it or get a schematic up without powering her up more. And we can't risk that."

Martha nodded and walked over to where she was looking at the monitor, "Here, the Doctor made a video with instructions on it, not much help, tends to just ramble on…" she hit a button and the screen flickered.

The Doctor sat down, "This working?" he tapped the camera, "Martha, before I change here's a list of instructions for when I'm human. One, don't let me hurt anyone. We can't have that, but you know what humans are like. Two, don't worry about the TARDIS, I'll put it on emergency power so they can't detect it, just let it hide away. Four…no, wait a minute, three. No getting involved in big historical events. Four...you. Don't let me abandon you. And fi…"

The Professor paused the video, "Let me guess, he's going to talk about a mess of things you already knew not to do, or make sure he didn't do, and something about pears."

Martha blinked at her, surprised, "How'd you know about the pear thing?"

The Professor laughed, "Every regeneration, he hates pears," she sighed, "Did he say anything about what to do if they find him?"

Martha shook her head and fast forwarded the Doctor's speech, "And twenty three. If anything goes wrong, if they find us, Martha, then you know what to do. Open the watch. Everything I am is kept safe in there. Now, I've put a perception filter on it so the human me won't think anything of it, to him it's just a watch. But don't open it unless you have to. Because once it's open, then the Family will be able to find me. It's all down to you, Martha. Your choice," he turned to walk off but came back, "Oh, and thank you."

The recording stopped, with him smiling out at them.

"I wish he'd come back," the Professor looked at him sadly.

"Me too," Martha nodded.

~8~

The Professor and Martha stood at the edge of a patio space, watching as John stood before three groups of young boys, firing machine guns at three target dummies.

"The Doctor approving of guns," the Professor shook her head, "He didn't even like  _me_  handling one and I was nearly 900 at the time  _and_  trained to use them."

Martha eyed her a moment, hesitating to ask what she was curious about, "You mentioned fighting during the Pigmen fiasco…"

The Professor nodded, knowing what she was really trying to ask. When she and the Doctor had explained the Time War, they hadn't gone into much of the gruesome details about it or her training, but hearing her speaking of ripping out throats and seeing her handle a gun so expertly…it must have made her curious, anyone would be. She typically didn't like talking about the war, remembering that time...but she always felt better after talking with Martha and, she knew, she could trust her with this part of her past, trust her to not look at her any differently for what she'd done and what she had become.

"All Academics," she began, "Before the war really got started, were sent to an elite program implemented by the High Council. It was meant to make us use our brains to win victories and make crushing blows against the Daleks. It started out with us running military strategies, calculating the probability factors, estimating counter strikes, going for the best outcome…but soon it started to evolve. We started being asked to make weapons against the Daleks and then we were sent to training camps, meant to make us actual soldiers, fighting in the front lines as opposed to running it behind the scenes. I won't tell you what they did to us, what they made us do to get us prepared…but in the end, when our minds and bodies had been so crammed full of tactics and combat they…made us go through a forced regeneration."

"Forced regeneration?" they had explained regeneration to her during their talks and she could assume what that meant but she just couldn't imagine anyone would…

"They killed us."

~/~\~

" _What do you think they're going to do Terra?" a young bald woman, Kataa Flo Ko, whispered to her._

_She looked over. Though she'd chosen the name the Professor, Terra was her code name among the Academics. When the training program had begun they'd all taken the names of planets they would travel to if they survived its completion, if they survived the war. Hers was Earth, of course._

" _Why do you ask me?" she replied, tense, feeling her bracelet hidden underneath the cuff of her long sleeved uniform grey jumpsuit, the same one all the other near 3,000 Academics were wearing. The sad thing was, there used to be more than 5,000 of them, not all had made it through the start of training…_

_They were all standing in the large training room, bare of all their weapons, obstacles, everything. It was empty, just the high walls of the round room with a single window through which they could be overseen, a single door on the floor below it._

" _You're the best at analyzing things," Koorharn, a male Academic who was also bald, they all were, asked._

" _No I'm not," she said quickly. No one wanted to be the best at anything now, no one wanted to admit they were good. Before, they'd all taken pride in their accomplishments, their achievements, their skills…but when the program began and they started to be honed for military reasons…when they started being singled out for doing well in one area resulting in the others being 'disciplined' for not doing as well as them, they quickly toned down as much as they could but their overseers always knew..._

" _But you are," Justicia, another female, replied, "Please…what do you think?"_

_She swallowed hard, her gaze locked on the door, "The room is empty, there's no cover, there's no weapons, there's no padding…"_

" _What does that mean though?" Alfava Metraxis, a male, asked._

_They were tired. Oh, so tired, they could barely function. They'd been given minimal food, even less sleep, spending hours, even days, on end going over tactics, training, building…they could have reasoned it out themselves…but they could tell she'd already worked it out. She'd been the only one of them who'd ever truly done anything outside her life as an Academic. They'd all been so committed to being invited to become one while still in school that they hadn't risked anything for even a chance at becoming an Academic. She'd been pulled everywhere by the Doctor, experienced more, lived…she saw things they missed, thought of things they didn't, adapted better…_

" _We've either been brought in to…" her voice caught. The others gathered around her, looking at her intently, "To face each other…or something else…" they started to tense, seeing that, "This is either going to be a fight…or a massacre."_

_And, as though hearing her words, the doors opened and they backed up, nearly a dozen Daleks wheeling in._

_And then the massacre truly began._

_With no cover, no weapons, fists being useless against Dalek lasers, they were sitting ducks. They scattered, trying to find someway to survive the slaughter that was about to ensue. But there was nowhere to go._

_She jumped out of the way, flinching as a blast hit her leg and one of her fellow Academics screamed behind her, struck by the Dalek laser. She rolled, pushing herself up quickly, looking around to see bursts of orange-gold flashing around her, regeneration. She looked at the Daleks to see they were trying to shoot at the Time Lords as they regenerated, managing to nab quite a few of them as they were more vulnerable in that process._

" _Oi!" she shouted at one, dashing over to draw it's attention away and towards her, glancing back before focusing on the Dalek before her. It rounded on her, predictably, and fired. She dropped to the ground, the Dalek managing to blow up one of its fellows behind her. She quickly scurried at a crawl over to the blasted Dalek, reaching inside, ignoring the chunks of flesh that stuck to the weapons, managing to salvage the laser._

_She flopped on her back and fired at the Dalek that had targeted her, destroying it before moving to a kneel, using the half blasted shell of the Dalek for cover as she fired on the rest of them…_

_She'd gotten them all, in the end, her chest heaving with exertion and adrenaline, but when she looked around…it truly had been a slaughter. About 35 percent of the Academics had died mid-regeneration, another 17 percent from a direct blow of a Dalek laser before regeneration could even begin, the others who were left had fallen into a post-regeneration healing coma. Suddenly the doors opened and other Time Lords rushed in, grabbing the fallen, the still living ones, and dragged them out, ignoring her as she tried to stand on her wounded leg, only to fall to the floor._

_She looked up, seeing President Rassilon in the window above her, grinning down at her maliciously before holding up his gauntlet. She realized what was happening only a moment before he hit the button._

_This hadn't been an extermination…this had been a forced regeneration._

_Their training, everything that had been forced on them all that time…it would be a part of them now. They hadn't been ridding themselves of a failed project like she'd feared…they'd been creating a unit of soldiers…_

_The room filled with radiation, causing her to fall to her stomach as it flooded her, shutting down her organs._

_The last thing she saw before the orange-gold energy blasted out of her was the Dalek laser she'd salvaged, lying too far away to reach…_

~/~\~

"Did it hurt?"

"It always hurts," she shook her head from her memories, "Afterwards, the pain and the training became a part of us. We became the elite soldiers. Cold, hard, calculating. We won massive victories, dealt decisive blows, saved scores of Time Lords. But…it wasn't enough. The Daleks found out about the program, started condensing their attacks in places to draw out one of our numbers, and then attack them at once so they died without time to regenerate."

"Oh my God…"

"By the end of the war, before the Doctor moved to stop it, I was the only Academic from the program left. I could see what the Daleks were doing and, instead of going into their traps, I made traps of my own, made it  _seem_  like I was coming and then dropped enormous bombs on their gatherings or blew them up from below..."

"How did you…I mean…"

"How did I regenerate if I was so good?" Martha nodded weakly, "I caught wind of a rumor that the Doctor was missing," she laughed hollowly, "My  _one_  weakness despite training. Went to the last place he was seen, one of the Academy archives. Turns out the Daleks had gone there after him as well, surrounded me, and shot me. Would have finished me off if I hadn't had a back up teleporter with me."

"You escaped."

She nodded, "I got out, regenerated, I think my fear for the Doctor broke my training because the next thing I knew I was running for a shuttle, trying to find allies to help us end the war, to stop the violence and the bloodshed and the death."

Martha was silent a moment, just taking in her story, before reaching out and putting a hand on the Professor's shoulder, "I'm so sorry."

She put her hand over Martha's, almost feeling a weight lift from her, "Me too."

Martha looked over and smiled, seeing something to distract the Professor from her horrible memories, "It seems your husband would like a word," she nudged the Professor over to John. The boys were headed into a tent and he was leaning against a small wall, beckoning her over.

She gave Martha a nudge back but walked over nonetheless.

~8~

She discovered, though it should have been obvious, that John Smith was ever the gentleman. He'd called her over to invite her to take a walk with him to town after his class was over. She'd accepted, of course, how else could she keep an eye on him now that the Family was there without being with him. Not to mention, she was starting to rather enjoy this version of the Doctor.

They walked, hand in hand, towards the small village, just looking around and enjoying the crisp air. They were currently talking about his first coming to the school. Apparently, to John and his memories, before he'd left, they'd had a small, serious discussion about the type of school he would be teaching in. Katherine Smith hadn't liked the idea of a military school, and the Professor, having been forced into the life of a soldier, could completely agree.

"I still don't like the school John," she told him, "Watching boys learn how to kill…it isn't right."

"Don't you think discipline is good for them?" he countered.

"Does it have to be such military discipline? I mean, if there's another war those boys won't find it so amusing."

"Well...Great Britain's at peace, long may it reign."

"In your journal," she began delicately, recalling brief snippets she had glimpsed as he showed her and Joan the book, "In one of your stories, you wrote about next year. 1914."

"That was just a dream."

"All those images of mud and wire," she continued, subtly trying to nudge him, get his memory of the Doctor to peek through, "You told of a shadow, a shadow falling across the entire world."

"Well, then we can be thankful it's not true. And I'll admit mankind doesn't need warfare and bloodshed to prove itself, everyday life can provide honor and valor and...let's hope that from now on this...this country can...can find its heroes in smaller places..." she frowned, watching as he grew more and more distracted. She turned to follow his gaze, seeing him watching a woman pushing a baby pram up a hill towards where a group of men were trying to lift a piano, "In the most..." the rope started to fray, "Ordinary..." the woman almost reached it, "Of deeds!"

He grabbed a cricket ball from a young boy nearby and hurled it at a bundle of poles. They fell, hitting a plank of wood with a brick on the end which flew up and over the piano, knocking a milk churn into the woman's path. She stopped with a shout moments before the piano crashed down.

"Lucky..." he murmured.

"That was no luck," she smiled at him broadly, "That was just my amazing husband."

He turned to her, his heart racing and swelling at her praise, "Katherine, would you like to attend the village dance this evening with me?"

She laughed, leaning forward to give him a small peck, "Of course I would John."

~8~

They walked past a field on the way back to the school, the Professor still trying to get through to the Doctor in John, "It's all becoming clear now, the Doctor is the man you'd like to be, doing impossible things with cricket balls."

"Well, I discovered a talent, that's certainly true!" he laughed.

"But the Doctor 'has an eye for the ladies,'" she said, mock cross.

"The devil!"

"A girl at every fireplace…"

He could only laugh and shake his head, "Now, there I have to protest, that's hardly me and you know it! The only girl for me is you."

"I better be," she told him with a light poke in the chest.

He looked over and spotted a lone scarecrow in the middle of a field, "That scarecrow's all skewed."

He crossed the field and stood before it, stretching its arms across the frame again and tying it down as she watched, "Ever the artist. Where did you learn to draw?" the Doctor could barely managed a stick figure.

"Gallifrey."

She blinked, "Is that in…Ireland?"

"Yes, it must be, yes…" he trailed, sounding unsure.

"But you're not Irish John."

"Not at all, no. My father Sidney was a watchmaker from Nottingham and my mother Verity was a school teacher…like you," he smiled up at her. She ran a small school back home for the younger children, teaching them to read and write and do math before they entered the higher schools.

"I know," she smiled, going along with it, "They're lovely people. And teachers do make such good wives!"

"Don't I know it," he leaned forward and kissed her quickly, stepping back to look at the scarecrow, "Well, my work is done, what do you think?"

"Masterpiece," she replied, eying it a bit. It didn't quite sit right with her, the scarecrow, it seemed off, but she scarcely had time to properly examine it as John had taken her hand.

"All sorts of skills today!" he laughed, pulling her back to the road and continuing on.

~8~

The Professor sat in John's study later in the day as he sketched her into a small book, "John you already have a sketch of me," she told him, sitting perfectly still, "In your journal and your pocket."

"Yes, but Matron has my book," her replied, unfazed, as he continued, "Therefore I must have a backup," he looked at her with a smile, "And sketches from dreams can never best reality."

She blushed, "Can I see?" he stepped up and moved to sit next to her on the sofa, showing her the picture, "Oh, John, you've done it again."

"Done what?" he asked, his eyes still on her.

"You've made me far too beautiful."

"Well that's how I see you."

"Only you," she told him as she reached up and cupped his cheek.

"Then I shall be glad of it," he leaned into her touch, "No other man will be eyeing what's mine," he opened his eyes and fondly brushed the side of her hair from her face, leaning towards her, and kissing her gently. He'd noticed that she had been giving him only pecks lately, and he was rather in need of a good, deep kiss with his lovely wife. He pulled away breathless, both of them breathing softly as they tried to regain their air, "Beautiful…" he whispered before leaning in again, pulling her into a long and loving kiss.

And then the door burst open.

"Martha, what have I told you about entering unannounced?" he snapped.

Martha's eyes widened and she scurried out of the room.

"John," the Professor chastised him lightly, getting up to go check on Martha. For her to burst in like that, it must have meant something important. She opened the door, but Martha was gone.

~8~

Later that night, the Professor turned slowly in the study, showing John her dress. It was a simple, white, three-quarter sleeved, floor length dress, with a sleeveless, grey, long, vest-like dress over it fastened with a thin white belt.

"You look beautiful," he breathed, unable to pull his eyes away from her.

"You'd best give me some warning," she told him, "In the last few months…has your dancing improved at all?"

He laughed, "I should think not, but I'm not certain."

"There's a surprise. Is there anything you  _are_  certain about?"

"Yes," he nodded, taking a step towards her, staring at her pointedly, "Oh yes," he brushed her hair from her face, he did so love it when her hair hung freely, and leaned in, kissing her deeply.

The Professor leaned into the kiss, it was so hard to resist him. She knew it wasn't the Doctor, she knew John's time there was limited, but…he was so much like how the Doctor had been in the Academy, his tenderness with her…

The door burst open and Martha ran in breathless, "They've found us!"

"Martha, I've warned you…" John began.

Martha ignored him and turned to the Professor, "They've found us, and I've seen them…they look like people, like us, like normal. I'm sorry, but he's got to open the watch…" she turned to the mantle, but the watch was gone, "Where is it?" she shuffled through the things on it, "Oh my God, where's it gone? Where's the watch?"

"What are you talking about?"

"You had a watch, a fob watch. Right there!"

"Did I? I don't remember."

"Oh my God, Doctor we're hiding from aliens, and they've got Jenny and they've...possessed her or copied her or something and you've got to tell me…"

The Professor quickly strode over and took Martha's hand, pulling her out of the room, and shutting the door behind her.

"They've taken Jenny?" she asked quickly, knowing John would be coming to check on them any moment. Martha nodded, "Alright, I'll help you look for the watch and then we've got to…"

"No," Martha cut in, "You can't, John Smith is waiting to take you to the dance."

"He'll be alright."

"He's human!"

"And so are you!"

"But he needs you more," Martha told her quietly, "Trust me. After everything we've seen and done, I can do this. I'll figure out some way to snap him out of it and meet you at the dance. Just keep an eye on him yeah?"

"Martha…" the Professor began.

"What?"

She smiled, "You are  _good_ ," Martha smiled back at her, "Be careful."

She nodded and ran off down the hall.

"Everything alright?" John peeked his head out the door.

"Fine…just a bit of culture shock. You heard her…aliens."

He nodded, stepping out of the room and holding out an arm, "Shall we?"

She swallowed hard, nervous for Martha and what she knew would be coming, before taking his arm.

~8~

They walked up the pathway to the village hall for the dance, laughing at a small joke when the man at the door held out a can, "Spare a penny for the veterans of the Crimea, sir?"

"Yes, of course," John dropped a coin into the can, "There you are."

They turned and headed inside, to the hall where people were milling about, getting drinks and talking.

"Ladies and gentlemen!" an announcer called, "Please take your partners for a waltz."

"It seems we were just in time," the Professor smiled, her body thrumming with excitement, she didn't often get to dance…and she had to admit she missed it. Perhaps…when this was all over, she could start again…

They took their places and started to dance in time with everyone else, "Better," she commented.

"I've surprised myself," he laughed…

And then he bumped into another couple, mumbling, "Sorry."

~8~

John had gone to get a drink for them while the Professor looked around, spotting Joan sitting by herself at a table. She smiled softly and went over to sit across from her, "Hello Matron," she greeted.

"Oh, Mrs. Smith, hello."

"Please, just Katherine."

"Then it's Joan for you."

"I haven't seen you around much Joan, Martha's told me you and John got on quite well. Is everything alright?"

"I…" she sighed with a little laugh and flush, "I'm rather embarrassed actually. I'm afraid I didn't realize Mr. Smith was married."

"It's alright. There aren't many people who can meet him and not fall in love with him in some way. He's different from any other man. And sometimes he says these strange things, like people and places you've never heard of…" she looked at Joan to see her nodding, "But it's deeper than that. Sometimes, when you look in his eyes, you know, you just know, that there's something else in there. Something hidden. Right behind the eyes, something hidden away. In the dark."

"What…"

"Mrs. Smith!" Martha shouted, rushing over to the table.

"Martha," she turned her attention to the girl, "What have you got?"

"I couldn't find the watch anywhere. But I went to the TARDIS, all I could find was this," she held up the sonic.

"Oh, now really, Martha," John walked over, setting down the drinks, "This is getting out of hand. I must insist that you leave."

Martha just stood up and held out the sonic, "Do you know what this is? Name it. Go on, name it," he frowned at it, slowly taking it out of Martha's hands and looking at it, "You're not John Smith. You're called the Doctor. The man and woman in your journal, they're real,  _he's_  real. He's  _you_."

Before John could even speak an older man, gun in hand, knocked over a hat stand as he strode in.

"There will be silence!" he shouted, "All of you!" animated scarecrows filed in after him, Jenny, and Baines, "I said silence!"

"Mr. Clarke!" the announcer called, "What's going on?"

Clarke simply turned and fired at him, dissolving him into ash.

"John," the Professor stood up, "Everything Martha told you, just forget it! Don't say anything."

"We asked for silence!" Baines shouted, "Now then. We have a few questions for Mr. Smith."

"No, better than that," a little girl with a red balloon walked over to them, "The teacher. He's the Doctor. I heard them talking."

"You took human form."

"Of course I'm human, I was born human," John replied, "As were you, Baines. And Jenny, and you, Mr. Clarke! What is going on, this is madness!"

"And a human brain, too! Simple, thick, and dull."

"He's no good like this," Jenny shook her head.

"We need a Time Lord," Clarke glared.

"Easily done," Baines stepped forward and raised his gun, aiming it at John. The crowd gasped as John recoiled backwards, "Change back."

"I don't know what you're talking about," John stated.

"Change back!"

"I literally do not know…"

Jenny reached forward and snatched Martha, pulling her back, and holding a gun to her head, her arm around the woman's neck.

"Get off me!" Martha struggled.

"She's your friend, isn't she?" Martha glared at Jenny, "Doesn't this scare you enough to change back?"

"I don't know what you mean!" he repeated.

"Wait a minute..." Jenny paused, thinking to her conversation with Martha just before, "The maid told me about another Smith…his wife...that woman, there!"

"Let's have you!" Clarke grabbed the Professor and pulled her towards him.

"Don't you  _dare_  point a gun at me," she threatened, glaring at the portly man that held her left arm with his left hand, a gun pointed at her side by his right. This was a strategic mistake on his part, he'd left one of her arms free...

"Have you enjoyed it, Doctor?" Baines grinned, "Being human? Has it taught you wonderful things? Are you better, richer, wiser? Then let's see you answer this. Which one of them do you want us to kill? Maid or the Mrs.? Your friend or your wife? Your choice."

To be continued…

* * *

**Notes for the Chapter:**

> Anyone notice something about the names of the four Academics mentioned? Here's a hint, look at the Doctor's four companions (Rose, Martha, Donna, and Amy). Virtual cookie to those who figure it out :)
> 
> And, remember how I said we'll see more of the Professor with a weapon? Well, we're going to see a glimpse of just how far her training went in terms of sacrifices...in The Family of Blood!


	10. The Family of Blood

**Notes for the Chapter:**

> Sorry there was no chapter yesterday, busy busy Mother's Day lol. I'll probably post two some time this week to make up for it ;)

"Make your decision, Mr. Smith," Jenny grinned.

"Perhaps if that human heart breaks, the Time Lord will emerge," Baines added.

"Too bad you've put yourself at a tactical disadvantage," the Professor remarked.

Baines cast her a single glance and that was all she needed.

She elbowed Clarke in the gut with her right arm, turning to grab his right hand with her left as he began to hunch over, releasing her. She put her left foot behind his right and knocked his leg out from under him, twisting his wrist as he fell to free the gun. She moved back, aiming the gun carefully at Baines.

"One more move and I shoot," she warned him.

"Oh, the Mrs. is full of fire!" Baines taunted.

She simply fired at him, just grazing the side of his jacket sleeve, missing skin contact by mere millimeters.

"Careful, Son of Mine!" Clarke shouted as he pushed himself up, the Family stunned by just how close the boy had come to being vanished, "This is all for you so that you can live forever."

"Shoot you down!" Baines aimed his gun at her.

"Really?" the Professor eyed him, "Try it."

"Would you really pull the trigger?"

"You must have heard the legends of Gallifrey if you're after a Time Lord. The stories of the battles, the destruction, the burning masses of Daleks…that was  _me_. I'm the Professor," Baines's eyes widened, "Do you really want to challenge ME boy? Because I guarantee, you will lose. Now release my friend."

Baines swallowed hard, they had only caught the scent of one Time Lord, but to have two…to have that particular one still aware of what they were…he nodded to Jenny who released Martha.

The Professor held out a hand, pulling Martha behind her, ignoring John's completely shocked and stunned stare.

"Martha, get everyone out," she told her, "Get John out. There's a door at the side. It's over there. Go on!"

"Professor…" she began, shaking her head.

"Do it!"

Martha swallowed and nodded, turning to the crowd, "Do what she said. Everybody out now!" she started to usher people out, grabbing John's arm and pulling him out as well.

"No!" he struggled, "No! Katherine!"

"Go," the Professor called to him.

He struggled more but Joan moved to help Martha, pushing the man out of the room.

The Professor turned back to the Family, "Don't try anything."

"She's very brave, this one," Baines eyed her as the Family slowly advanced on the Time Lady before them, "Too bad you wouldn't  _really_  kill us."

"You think I won't?"

"We know you won't. The legends of the Professor…oh…they were very specific, the hardened warrior who would shoot you down without a moment's thought. But you…you hesitated. You didn't kill us. You are not what you once were. You're not that warrior anymore," a scarecrow grabbed her from behind, "Get the gun!"

The scarecrow moved to grab her arm but she pulled it back, ducking away from them and running out the door as the scarecrow managed to get the gun.

She ran out of the hall to see John, Joan, and Martha standing there, "Don't just stand there!" she shouted, grabbing John's hand as she ran past, "Move! Come on!"

~8~

John ended up taking the lead at some point, pulling the Professor along, leading them all towards the school. He slammed the heavy wooden doors behind them and ran down the main hall, ringing a hand bell.

"What're you doing?" Martha demanded.

"Maybe one man can't fight them, but this school teaches us to stand together," he replied, "Take arms! Take arms!"

"You can't do that!"

"You want me to fight, don't you? Take arms! Take arms!"

The boys started rushing down the stairs, trying to pull on their jackets as they went, "I say sir, what's the matter?" one of the students, Hutchinson, asked.

"Enemy at the door, Hutchinson. Enemy at the door. Take arms!"

They boys nodded and ran off, grabbing various guns and starting to load up their machine guns as the women watched in horror, "You can't do this, Doctor," Martha shouted, "Mr. Smith!"

"Maintain position over the stable yard," he ordered the boys.

"They're just boys! You can't ask them to fight!"

"Faster now! That's it."

"They don't stand a chance!" the Professor stepped up, shaking just a bit from what she'd had to do in the hall, the excitement of making such a close shot...hearing them talking about how she had been...

"They're cadets," he looked at her, his eyes softening, "They are trained to defend the King and all his properties."

"Cadets yes," she nodded, "But they are  _not_  soldiers."

"What in thunder's name is this?" the headmaster demanded, storming into the room, "Before I devise an excellent and endless series of punishments for each and every one of you, could someone explain, very simply and immediately, exactly what is going on?"

"Headmaster, I have to report the school is under attack," John turned to him.

"Really? Is that so? Perhaps you and I should have a word in private."

"I promise you, sir. I was in the village with my wife. It's Baines, sir. Jeremy Baines and Mr. Clarke from Oakham Farm. They've gone mad, sir. They've got guns. They held my wife and Martha hostage. They've already murdered people in the village. I saw it happen."

"Matron, is that so?"

"I'm afraid it's true, sir," Joan nodded.

"Murder on our own soil?"

"I saw it, yes."

"Perhaps you did well then, Mr. Smith. What makes you think the danger's coming here?"

John hesitated, "Well, sir, they said, um..."

"Baines threatened Mr. Smith, sir," Joan cut in, "Um, said he'd follow him. We don't know why."

"Very well," he nodded, "You boys, remain on guard. Mr. Snell, telephone the police. Mr. Philips, with me. We shall investigate."

Martha ran over to the headmaster as he moved to leave, "No, it's not safe out there."

"Mr. Smith, it seems your favorite servant is giving me advice. You will control her, sir."

The Professor walked over to her, putting a hand on her shoulder, letting the headmaster leave, "There's no changing his mind once it's been made," she told Martha softly, "The boys will fight…but they won't fight alone. You need to find that watch."

"What will you do?" Martha frowned.

She sighed, "Go find a gun," before turning to walk past the boys to the weapons storeroom where the rest of the guns were hidden.

Martha watched her go sadly, regretful that she would have to take up a weapon again. After the whole Pigmen incident, she'd talked to the Professor about it, jokingly asked if she had learned to handle a gun during the war only for the girl to say she wished she'd never learned. She hated weapons for what they took, not only the lives of others but a part of the soul from the one who fired.

She'd even confided in Martha that the training had left its own scar on her. She didn't feel comfortable or completely safe without some sort of weapon on or near her. And she hated that.

Martha shook her head and turned to run out of the room, Joan following, seeing her expression.

~8~

John Smith stood in the window by the front of the school, watching as the headmaster and his assistant, Mr. Philips, stepped outside to confront Baines and Jenny, "So, Baines and one of the cleaning staff," the headmaster remarked, "There's always a woman involved. Am I to gather that some practical joke has got out of hand?"

"Headmaster, sir," Baines grinned crookedly, "Good evening, sir. Come to give me a caning, sir? Would you like that, sir?"

"Keep a civil tongue, boy."

"Now, come now everyone," Philips cut in, "I suspect alcohol has played its part in this. Let's all just calm down. And who are these friends of yours, Baines? In fancy dress."

"Do you like them, Mr. Philips?" Baines looked at the scarecrows that assembled behind him and Jenny, "I made them myself. I'm ever so good at science, sir. Look…" he pulled off one of their arms, "Molecular fringe animation fashioned in the shape of straw men, my own private army, sir. Ever so good, sir."

"Baines, step apart from this company and come inside with me," the headmaster ordered.

"No, sir. You, sir…you will send us Mr. John Smith. That's all we want, sir, Mr. John Smith and whatever he's done with his Time Lord consciousness. He will be far easier to get to than the woman. Then we'd be very happy to leave you alone."

"You speak with someone else's voice, Baines. Who might that be?"

"We are the Family of Blood."

"Mr. Smith said there had been deaths."

"Yes, sir! And they were good, sir!"

"Well, I warn you, the school is armed."

"All your little tin soldiers. But tell me, sir, will they thank you?"

"I don't understand."

"What do you know of history, sir? What do you know of next year?"

"You're not making sense, Baines."

"1914, sir. Because the Family has travelled far and wide looking for Mr. Smith and, oh, the things we have seen. War is coming. In foreign fields, war of the whole wide world, with all your boys falling down in the mud. Do you think they will thank the man who taught them it was glorious?"

"Don't you forget, boy, I've been a soldier! I was in South Africa, I used my dead mates as sandbags, I fought with the butt of my rifle when the bullets ran out, and I would go back there tomorrow for King and Country!"

"Et cetera, et cetera," he fired on Philips, disintegrating him, "Run along, headmaster. Run back to the school, and send us Mr. Smith!"

The headmaster quickly turned and fled inside.

"They won't get you John," the Professor whispered from his side. He spun around, his eyes widening, seeing her holding a gun in her hand.

"Kat…" he shook his head.

"Mr. Philips has been murdered, Mr. Smith," the headmaster called, storming over, "Can you tell me why?"

He pulled his eyes away from his wife to face the headmaster, "Honestly, sir, I have no idea. And the telephone line's been disconnected. We're on our own."

"If we have to make a fight of it, then make a fight we shall. Hutchinson, we'll build a barricade within the courtyards, fortify the entrances, build our defenses. Gentlemen, in the name of the King, we shall stand against them."

"Me as well," the Professor added.

The headmaster whirled to face her, eyeing the gun with a laugh, "I hardly think this is any place for a woman."

"I don't see how not. I've always been a better shot than my husband."

"Shooting bottles off a fence scarcely compares to a battle Mrs. Smith. You don't have the experie…"

There was a click as, without taking her eyes off the headmaster, she disassembled the gun, reassembled it, cocked it, and aimed it, right between his eyes.

"You were saying?" she asked.

He swallowed hard, "Mr. Smith?" he looked at the man.

"She can fight," he whispered, as though terribly saddened by that fact. His memories told him that Katherine, his wife, had quite a few brothers who had made sure their sister could fight before going off to battles of their own…but something in his soul told him it was far, far worse than that.

The headmaster nodded and walked off, the boys eyeing the woman in shock before quickly getting back to work.

John looked at her as she lowered her gun with a sad frown on her face, "Kat…I want you to go find Martha. Stay with her. I need you to go…"

"I can't," she looked at him, her voice breaking, "Not with you here. I promised to stay with you, and I will, whether or not I have to fight to do it."

"But you don't want to fight," he whispered, taking her unarmed hand.

"No," she agreed, "But I would. For you."

He swallowed hard and pulled her to him in a tight hug.

~8~

John walked into a room to see Joan there, in her nurse's uniform, preparing for the battle, "You're with Armitage and Thwaites," he told the boys he was with, "They know the drill," and then headed over to her side, "Matron, it's not safe."

"I'm doing my duty, just as much as you," she paused, thinking about what Martha had just told her, about how he and Katherine, or the Professor as she was called, were born on another world, how he had turned himself human with false memories, "You said once that you were from Nottingham."

"Yes…"

"Tell me about it."

"Sorry?"

"That's where you were brought up. Tell me about it."

"Well, it lies on the River Leen, its southern boundary following the course of the River Trent which flows from Stoke to the Humber."

"That sounds like an encyclopedia. Where did you live?"

"Broadmoor Street, adjacent to Hotley Terrace in the district of Radford Parade."

She nearly flinched, no average human would describe their childhood home like that, so straightforward and informational, "More facts. When you were a child, where did you play? All those secret little places...dens and hideaways that only a child knows? Tell me, John. Please tell me."

John frowned, seeming to see what she was getting at, "How can you think that I'm not real? I'm married, I have a wife!"

"She's just like you. She's an alien, a…a Time Lord or whatever it is those creatures are after. She isn't human."

"How dare…"

"She said it herself John," she cut in, "At the village hall."

He froze, as though just realizing or recalling what had been said, "No…" he shook his head, "No, she…she was trying to distract them."

"She knew them John. She recognized them. She saved our lives by outing herself."

"I have to go…" he shook his head and turned away.

"Mr. Smith, if you please!" the headmaster called and he ran from the room, something in the pit of his stomach telling him Joan was right.

~8~

"Stand to!" the headmaster ordered as he, John, the Professor, and the boys stationed themselves before the main doors, "At post!"

Everyone took aim, including John and the Professor.

"Enemy approaching, sir," a boy reported.

"Steady! Find the biting point," the wood bar across the gate cracked and the scarecrows entered, "Fire!"

The boys fired at the stuffed men, felling some, but other kept coming. John's grip tightened on his gun as he tensed, ready, his finger on the trigger…

But he couldn't fire.

A shot rang out beside him and he looked over to see his wife firing her gun, a curious look on her face as though warring between dislike and cold necessity.

No…he didn't want this. He didn't want this for her, for her to become this again, to be forced into the role of a soldier.

He lowered his gun.

"Cease fire!" the headmaster called, seeing the last straw man go down. He walked out amongst the bodies, "They're straw. Like he said. Straw!"

"Then no one's dead, sir?" Hutchinson asked John, "We killed no one?"

"No," the Professor swallowed hard, "No, you didn't."

There were footsteps approaching and the headmaster ran back behind the guns, "Stand to!" Martha and Joan appeared behind the window, Martha running outside as the little girl with the red balloon strolled in, "You child, come out of the way. Come into the school. You don't know who's out there. It's the Cartwright girl, isn't it? Come here. Come to me."

"Mr. Rocastle, please," Martha called, "Don't go near her."

"You were told to be quiet," the headmaster sneered.

"Listen to me, she's part of it! Matron, tell him."

"I think…I don't know," Joan shook her head, "I think you should stay back, Headmaster."

"Mr. Smith…" Martha began.

"She was…she was with…with Baines in the village," John agreed.

"Mr. Smith," the headmaster nearly rolled his eyes, "I've seen many strange sights this night but there is no cause on God's Earth that would allow me to see this child in the field of battle, sir," he turned to the girl, "Come with me."

"You're funny," she remarked.

"That's right. Now take my hand."

"So funny," she pulled out a gun and shot him, disintegrating him, "Now who's going to shoot me? Any of you?  _Really?_ "

The Professor cocked her gun, taking aim. She did not want to murder a child, but that wasn't the girl anymore. When the Family possessed someone, everything was destroyed to make room. It was a shell, nothing more. And even then...she had learned long ago that some sacrifices were necessary. It had been drilled into the Academics that, if one life could save a million, even if that one was their own, they were to take that chance. Removing just one person from the Family would weaken their unit, prevent them from gaining immortality, they needed to be whole to do that...

"Put down your guns!" John shouted to the boys, reaching over to quickly take the Professor's gun from her, her move was all he needed to snap out of it.

"But sir, the headmaster…" Hutchinson began.

Martha ran over, putting her arm around the Professor, leading her back to the house as John handled the boys, "I'll not see this happen. Not anymore. You will retreat...in an orderly fashion back through the school. Hutchinson, lead the way."

"But sir…"

"I said, lead the way."

Baines stepped up behind the girl, "Go on, then, run!" he fired his gun into the air and the boys took off in a panic, "Reanimate!" he ordered the scarecrows.

~8~

The Professor, John, Martha, and Joan were in the tunnel passages under the school, trying to rush the boys out, "Let's go!" John shouted.

"Quick as you can!" the Professor added.

"Don't go to the village!" Martha warned, "It's not safe!"

"And you, ladies," John turned to them.

"Not until we get the boys out," Joan said, voicing all their thoughts.

John nodded, continuing to help the boys out until the last one ran past. He paused and turned to head back in, "Now, I insist. The three of you just go. If there are any more boys inside, I'll find them…" he opened the door to the passage to see scarecrows on the other side and slammed it shut, locking it, "I think...retreat."

He grabbed the Professor's hand as they ran out into the night.

~8~

The small group was creeping along the woods near the school, trying to get around behind it, when they heard Clarke shouting, "Doctor! Professor!" they paused, looking over to see him standing in front of the TARDIS. The Professor gasped, "Come back, Doctor. Come home. Come and claim your prize."

"Out you come, Professor!" Baines added, now wanting to just get his hands on either of them, "There's a good girl. Come to the Family."

"Time to end it now!" Jenny grinned.

Martha looked at John to see him staring at the TARDIS, eyes wide, mouth opened, "You recognize it, don't you?"

"Come out, Doctor! Come to us!"

"I've never seen it in my life," he shook his head.

"You wrote about it," the Professor told him quietly, "In the journal."

"Do you remember its name?" Martha asked.

"I'm not…" his voice broke as he looked at the Professor, "I'm John Smith. That's all I want to be. John Smith, with his life...and his job...and his wife. Why can't I be John Smith? Isn't he a good man?"

"Yes," she nodded, blinking back tears, "Yes, he is."

"Why can't I stay?"

"Because we need the Doctor," Martha said.

"So what am I then, nothing?" he glared at her, "I'm just a story?"

He got up and ran off.

"John!" the Professor went after him, leaving Joan and Martha to follow.

~8~

"This way," Joan called as they ran down a street on the outskirts of the village, "I think I know somewhere we can hide."

"We've got to keep going," John shook his head.

"Just listen to me for once, John. Follow me," they turned and followed her down another road to a small, dark house, "Here we are. It should be empty. Oh, it's a long time since I've run that far."

"But who lives here?" Martha asked as they walked in.

"If I'm right, no one," Joan replied, stepping in and looking around at a simple cottage kitchen, a tea set on the table, "Hello? No one home. We should be safe here."

"Whose house is it, though?"

"Um, the Cartwrights. That little girl at the school…she's Lucy Cartwright, or she's taken Lucy Cartwright's form. If she came home this afternoon and if the parents tried to stop their little girl, then they were vanished," she put her hand on the teapot, "Stone cold. How easily I accept these ideas."

John fell onto one of the chairs heavily, looking for all the world like he had its weight on his shoulders, "I must go to them before anyone else dies."

"You can't," the Professor sat beside him.

Joan looked at Martha, "Martha, there must be something we can do."

"Not without the watch," she shook her head.

"You're this Doctor's Companion!" John snapped, "Can't you help? What exactly do you do for him? Why does he need you?"

"Don't you dare yell at Martha," the Professor cut in, "Yes, she's his Companion, but  _I'm_  the one Bonded to him, and even  _I_  can't help, not now."

John looked at her, his eyes wide in horror, "No…" he shook his head in disbelief, "No…you can't be a part of this…"

"I'm sorry John."

"Was it a lie?" he glared, "Was our whole marriage just one big lie?"

"No," she shook her head, "Because your marriage to me is based on his Bond with me. I Bonded my soul with his, with yours. Either way, I'm yours. Forever."

John swallowed, not knowing what to say to any of this…

Just then there was a knock on the door, "What if it's them?" Joan gasped.

"I'm not an expert, but I don't think scarecrows knock," Martha replied, before getting up to open it, seeing Timothy Latimer standing there.

"I brought you this," the boy held out the watch.

" _Martha…_ " it whispered to her.

Martha quickly took the watch, rushing back into the room and offering it to John, "Hold it."

"I won't," he backed away from her, sensing something about the watch now.

"Please, just hold it."

"It told me to find you," Timothy said, "It wants to be held."

"You've had this watch all this time?" Joan looked at the boy, "Why didn't you return it?"

"Because it was waiting. And because I was scared of the Doctor."

"Why?"

"Because...I've seen him. He's...like fire and ice and rage. He's like the night and the storm in the heart of the sun."

"Stop it," John whispered.

"He's ancient and forever. He burns at the center of time and he can see the turn of the Universe."

"Stop! I said stop it."

"And he's wonderful."

"Absolutely, maddeningly, wonderful," the Professor added quietly.

"I've still got this," Joan pulled out the journal from her pocket, "The journal."

"Those are just stories," John shook his head.

"Now we know that's not true. Perhaps there's something in here…"

There was an explosion from outside and they ran to the window, "What the hell?" Martha gasped.

They all looked out to see what looked like meteorites falling upon the village.

"They're destroying the village, aren't they?" the Professor called. They looked back to see her staring at the watch on the table, not even looking at the window, "They're trying to draw him out."

"Watch…" John picked it up.

" _Come closer…_ " it whispered to him.

"Can you hear it?" Timothy asked, eyeing him.

" _Closer. Closer._ "

"I think he's asleep," John replied, "Waiting to awaken."

"Why did he speak to me?" Timothy frowned.

"Oh, low level telepathic field," John said, sounding just like the Doctor, "You were born with it. Just an extra synaptic engram causing…" he gasped, stopping, scared, "Is that how he talks?"

"That's him!" Martha grinned, excited, "All you have to do is open it and he's back."

He glared at her, "You knew this all along and yet you…you just let me pretend to be married to…"

"I couldn't stop you," Martha cut in, not wanting him to say something to the Professor that he didn't mean, "When the Doctor had the memories implanted in your mind, his feelings for the Professor carried over. It's not her fault he loves her that much."

"So he's given me a wife…and now just expects me to die?"

"It was always going to end, though! The Doctor said the Family's got a limited lifespan. That's why they need to consume a Time Lord. Otherwise, three months and they die. Like mayflies, he said."

"So your job was to execute me."

"No, mine was," the Professor cut in as they looked at her, stunned. "The TARDIS was programmed to bring me back after three months, when the Family was gone, to get you to open the watch. I see now why it brought me back early. They were going to find you and she needed me to get you to open it earlier."

"Why you?" he blinked back tears, horrified.

"Because he knew I needed him just as much as he needed me. He is everything to me John, just  _everything_. I love him more than words can express, I have loved him almost 900 years. I would do  _anything_  for him, and he needed  _me_  to bring him back. Because he knew, I would do whatever it took to do that."

"It's getting closer," Timothy called as the house jolted.

"I should have thought of it before," John shook his head, "I can give them this. Just the watch. Then they can leave and I can stay as I am!"

"I won't let you do that," she told him calmly, though her voice broke.

"If they want the Doctor, they can have him. If they get what they want, then…then…"

"Then it all ends in destruction. The Family would live forever to breed and conquer. War across the stars...for every  _child_ ," she stood slowly, seeing tears filling John's eyes, and walked over to him, "Martha, Timothy, Joan, would you leave us alone, please?"

They nodded and Martha ushered them out of the room moments before John collapsed into the Professor's arms, sobbing. She held him tightly, tears in her eyes she refused to let fall. The Doctor was always there for her, being her rock and strength, she could be strong for him now.

~8~

John sat beside the Professor on the hearth of the fireplace, holding the watch, staring at it.

"He loves you so much, doesn't he?" John asked her quietly.

"Yes."

"I doubt he loves you more than me," he laughed a bit, humorlessly, "I can't even be mad at you, at what you did, how you lied, what you were going to do…all of that…I love you too much to be even a little cross."

"The feeling is mutual."

He swallowed hard, "It was real. All this. The marriage…I wasn't...I really thought..."

"John," she called softly. He looked at her, but she just reached out and took his hand in her own, moving it till it was between them, before covering the watch with her hand.

He gasped, seeing visions of the future, of the life he could have had, had the Professor been human. The birth of their first child, walking in the park with their four children, and, finally, a peaceful death after leading a peaceful life.

"Did you see?" he looked at her.

"The Time Lord has such adventures but we could  _never_  have a life like that," she sighed, answering his question.

They were silent a moment before the Professor spoke again, "You know…he left me again. He promised he wouldn't, never again, but…he sent me away and left. He swore he wouldn't…but you know what? Even if he does run away, and he can run as fast as he wants and as far as he wants, but I will always find him again no matter where he goes. He promised to do the same for me. He said he'd always come back for me…but…" she looked at the watch, "He can't, not now. He's trapped," she looked at him, tears in her eyes and swallowed hard, "Answer me one thing John, honestly, would you let him out?"

He blinked, tears in his eyes as well, "I don't want to die," he whispered to her.

She nodded, standing, "Then we'll have to find a new plan," she turned and walked to the door, "He always said I was a genius, I suppose I can find a way to protect you both."

She stepped out of the room, shutting the door behind her, and looked into the sitting room. Joan was by the window, looking out at the bombardment. Martha and Timothy weren't there, probably in the back of the house or something.

"Well?" Joan looked at her.

She walked over to the front door and paused, looking at Joan, "If anything happens to me," she took a breath, "Be a comfort to John."

Joan's eyes widened as she watched the Professor walk out of the house and towards the area the bombardment was originating from.

So lost in her shock was she that she didn't even notice Martha and Timothy enter the room behind her, "Matron?" Martha called. She spun around and Martha immediately knew something was wrong, "What happened?"

"She…" she swallowed, "She's gone to give herself to the Family."

The Professor hadn't actually said that, but what else could she be doing? She had said it herself, she would do anything for the Doctor, for John.

Martha's eyes widened and she ran into the room John was still sitting in…she couldn't let this happen.

~8~

The Professor walked quietly through the woods, her body tense though shaking, tears pooling in her eyes at the thought of what was to come. She would have to leave the Doctor, she would never be with him again if the Family got what they wanted from her. She didn't know how the Family would absorb a Time Lord essence if not detached in a watch. All she knew about the process was that it hurt terribly.

But she would do it.

She would face them, for the Doctor.

She had no intentions of just letting them take her though, oh no…she was going to take them down with her before they could finish, use whatever process it was to distract them. There was no way she would let them become immortal. She could only pray that, if she were very,  _very_  lucky, she would regenerate in the end. But she knew the probability of that was near nothing.

If not…John and the Doctor would be taken care of. And that was all she could ask for.

She'd nearly reached the clearing the ship had landed in when she felt someone grab her arm and spin her around forcefully. She nearly stumbled when a pair of arms wrapped around her and a mouth pressed against her own, kissing her fiercely, desperately.

She gasped, kissing back, wrapping her arms around the Doctor's neck, before her tears became too much and she sobbed against his mouth. He pulled away and she buried her head in his chest.

It was him.

He was back…

~8~

"We'll blast them into dust, fuse the dust into glass, then shatter them all over again!" Baines shouted as he and the Family watched the destruction on a screen. There was a metal twang behind them and they spun to see John enter the ship.

"Just…" he clumsily fell to the side, hitting the buttons on the wall, "Just stop the bombardment. That's all I'm asking. I'll do anything you want, just stop."

"Say please."

"Please."

Jenny hit a switch and the ship stopped firing, "Wait a minute…" she inhaled deeply but smelt no trace of Time Lord, "Still human."

"Now I can't," he took a breath, "I can't pretend to understand, not for a second, but I want you to know that I'm innocent in all this. He made me John Smith. It's not like I had any control over it…" he fumbled, falling against a few more buttons.

"He didn't just make himself human, he made himself an idiot."

"Same thing, isn't it?" Baines smirked.

"I don't care about this Doctor and your Family," he continued, "I just want you to go. So, I've made my choice," he held out the watch, "You can have him. Just take it, please! Take him away."

"At last," he grabbed the watch, seizing the man by his lapels with his other hand, "Don't think that saved your life…" he shoved him away, against the wall, against more buttons, as he turned back to the Family, "Family of Mine, now we shall have the lives of a Time Lord!" he opened the watch and they breathed in deep…

"It's empty!" he turned to John.

"Well, where's it gone?" John frowned.

"You tell me," he chucked the watch back and the man caught it one handed.

"Oh, I think the explanation might be you've been fooled by a simple olfactory misdirection," the Doctor said, rising, "Little bit like ventriloquism of the nose. It's an elementary trick in certain parts of the galaxy. Oh and this," he held up a small spray bottle, "The Professor's clever in more than just battle tactics," he told them before glancing at a few gauges, "But it has got to be said…" he put on his glasses, "I don't like the looks of that hydroconometer. It seems to be indicating you've got energy feedback all the way through the retrostabilisers, feeding back into the primary heat converter…ah…" he hissed, "'Cos if there's one thing you shouldn't have done, you shouldn't have let me press all those buttons. But, in fairness, I will give you one word of advice. Run," and then he turned and hightailed it out.

"Get out!" Bines shouted, "Get out!"

The Family ran out of the ship and across the field behind the Doctor when the ship exploded, sending them to the ground. When they looked up, the Doctor was standing above them, the Professor beside him, the TARDIS behind them.

~8~

Martha and the Professor stood outside the TARDIS, waiting for the Doctor to come back from speaking with Joan, more than likely to say goodbye to the woman who had gotten caught in the crossfire of alien war and alien love.

"Alright," they heard him call as he walked up, "Molto bene!"

The Professor turned, having just finished telling Martha about the fate of the Family, how they'd chained the Father in unbreakable chains, dropped the Mother into the event horizon of a collapsing galaxy, imprisoned the Sister inside mirrors, and suspended the Brother in time as a scarecrow sentry in the fields.

"How was she?" Martha asked.

"Time we moved on."

"If you want, I could go and…"

"Time we moved on."

"Are you alright?" the Professor asked him.

He smiled, walking over to her, and taking her hand, "Bigger question, are you?"

He knew how much it must have pained her to be his executioner, to be the reason why John had given up his life. She never wanted him to die because of her, she never wanted to be the one who ever hurt him.

"I'll get there," she nodded.

"I know it was hard to do what you did," he told her, "But…I just want you to know, I love you, just as much as John did. Always."

She smiled at him, "Thank you."

"And…you were wrong. I will never  _ever_  run away from you, just after you, towards you…"

She blushed a bit, "Feeling's mutual."

Martha smiled at them, "So here we are then."

"There we are, yes," he nodded, looking at her, "And I never said thanks for looking after me," he stepped over and pulled her into a large hug.

"Doctor, Martha, Professor!" Timothy called, running over to them.

"Tim-Timothy-Timber," he grinned.

"I just wanted to say goodbye. And thank you, because I've seen the future and I now know what must be done. It's coming, isn't it? The biggest war ever."

"You don't have to fight," Martha told him.

"I think we do."

"You could get hurt," the Professor agreed.

"You know as well as I do, sometimes it's worth it," Timothy looked at her, "'Cos the two of you could get hurt, travelling around with him, but it's not going to stop you."

"Tim, I'd be honored if you'd take this," the Doctor tossed him the watch.

"I can't hear anything."

"No, it's just a watch now. But keep it with you, for good luck."

"Look after yourself," Martha hugged him before kissing his cheek and getting in the TARDIS.

The Professor smiled back at him, "You'll like this bit."

They turned and headed in as well, Timothy watching as the box disappeared.

~8~

A very old Timothy Latimer sat in a wheelchair outside a Remembrance Sunday service, a female Vicar reading 'For the Fallen' by Laurence Binyan to those gathered.

"'...they mingle not with laughing comrades again,'" the Vicar read, "'They sit no more at familiar tables of home, they have no lot in our labor of the daytime, they sleep beyond England's foam. They went with songs to the battle. They were young, straight of limb, true of eye, steady and aglow. They were staunch to the end against odds uncounted. They fell with their faces to the foe. They shall grow not old, as we that are left grow old, age shall not weary them, nor the years condemn. At the going down of the sun and in the morning, we will remember them."

Timothy looked over, seeing the Doctor, Professor, and Martha standing there. Martha had a poppy in her hand while the Professor's was in her hair, behind her ear, the Doctor wearing one on his lapel. He smiled at them and looked down at the watch in his hand.

* * *

**Notes for the Chapter:**

> The names of the Academics: Justicia was a place Rose visited with the Doctor, Kataa Flo Ko was a place the Doctor mentioned wanting to take Donna (when he thought she was leaving in the ATMOS episodes), Alfava Metraxis is the planet with the Alpans that Amy and the Doctor visited, and Koorharn (which was just mentioned in the last chapter) for ice skating with Martha and the Doctor :) I tried to pick places that the Doctor has either brought/would bring his Companions to :) I like to imagine it as, they are all places he and the Professor talked/planned to visit when they were younger and that she's told all the Academics about these beautiful worlds to keep their spirits up.
> 
> The Time Lords were a bit extreme, rendering more than 5,000 Academics to 2,000 just through training, but I figure they were planning to basically wipe out all life in the Universe and ascend to a single unified consciousness as the only survivors so they're more than capable of doing worse to their own people for a war :) I think Rassilon is just a tad bit insane (or a lot insane lol).
> 
> So there's only one more chapter before we meet the Master, who, if you recall, pretty much hates the Professor. I wonder what that will mean for her?
> 
> All I'm saying is...my heart broke writing The Last of the Time Lords.


	11. Blink

The Doctor, Martha, and the Professor climbed out of a cab, running off down the road towards where they'd found a nest of a particularly dangerous lizard species.

"Doctor!" someone shouted, "Professor! Martha!"

They looked back to see a young woman with blond hair step out of a nearby shop, a purple folder in her hands.

"Hello!" the Doctor grinned, "Sorry, bit of a rush, there's a sort of thing happening, fairly important we stop it."

"My God, it's you, it really is you. Oh, you don't remember me, do you?"

"We don't have time for this!" Martha called from a bit down the street.

"She's right, the migration's started," the Professor told him.

"Look, sorry," he turned back to the girl, "We've got a bit of a complex life. Things don't always happen in order. Gets confusing, especially at weddings, I'm rubbish at weddings, especially my own," he winked at the Professor who just rolled her eyes at him, he was still pushing for that wedding but she wanted to be up to 100 percent first and, if she had to admit, she was very close to that.

"Oh, my God!" the girl gasped, "Of course, you're a time traveler. It hasn't happened yet! None of it, it's still in your future!"

"What hasn't happened?" the Professor frowned, curious as to how the girl knew who they were and that they were time travelers.

"Guys!" Martha called, "Twenty minutes to red hatching!"

"It was me," the girl realized, "Oh, for God's sake, it was me all along. You got it all from me!"

"Got what?" the Professor asked.

"Okay. Listen. One day you're going to get stuck in 1969. Make sure you've got this with you. You're going to need it," she handed them her folder.

"Professor!" Martha shouted, "Doctor! Come on!"

"Yeah, listen, listen, got to dash..." the Doctor said apologetically, "Things happening. Well, four things. Well, four things and a lizard."

"Okay," she nodded, "No worries, on you go. See you around, some day."

"What was your name?"

"Sally Sparrow."

"Good to meet you, Sally Sparrow."

Just then another man with brown hair walked over, stopping, stunned at the sight of them. Sally grinned and went to his side, taking the man's hand, "Goodbye Doctor, Professor, Martha."

She turned and walked back into the shop with the man, leaving them to their thoughts.

"Guys!" Martha shouted.

They quickly turned and ran after her down the street.

~8~

Martha walked into the control room to see the Doctor and Professor leaning over the console, examining papers that were placed all across it. Some were handwritten, others were typed, there were pictures as well.

"What's all this?" she asked, walking over to them and looking down at a picture of a wall with big, black letters on it reading 'Beware the Weeping Angel. Oh and duck! Really duck! Sally Sparrow duck now! Love from the Doctor, Professor, and Martha (1969).' She frowned, "When did we go to 1969?" she didn't remember writing that.

"We haven't…yet," the Doctor grinned, gathering up the papers and getting to work, setting the coordinates for the house in the files, one year ago.

"What do you mean 'yet?'"

"Apparently, at some point last year," the Professor remarked, flipping absently through the papers, "We get sent back in time by a Weeping Angel to 1969, without the TARDIS, and this girl, Sally Sparrow, and her friend help us by sending the TARDIS back."

"Now, we just have to go back," the Doctor added.

"Ok…and  _why_  do we have to go back?" Martha asked.

"We need to maintain the timeline," the Professor told her, putting the files in the folder and looking at Martha, "We have to stick to an established chain of events, especially when it involves our own personal timelines."

"Why?"

"Because one mistake could cause the whole timeline to collapse and then we'd end up lost in the Void, the dead space between words, Hell…forever."

"Right then," Martha nodded, alarmed, "Let's get to it!"

~8~

Martha was very cross with the two Time Lords after they had appeared in 1969, for many reasons. The first was that they hadn't told her exactly how a Weeping Angle sent its victims back in time, the fact that it basically meant for the victims to die in the past and never live the lives they were meant to was an important one she felt she needed to know. Then, there was the fact that Sally had no set idea of just how long they had been in 1969 for. And then there was the fact that they had conveniently forgotten to tell her she would be working in a shop and finally…that they would be there, without any idea of where to live, or where to meet this Billy person, or…anything.

It had taken them quite a few days to get the irate woman to forgive them, namely the two of them getting a small two bedroom flat to rent, using the Doctor's psychic paper. As soon as they had shelter they had to set out and get jobs. The fact that they even needed jobs told Martha they would probably be there for quite a while and she could only hope it wouldn't be for too long.

They'd had to threaten the Doctor…or really, the Professor had to threaten the Doctor with no kisses the entire trip, to get him to stay in the flat while they went about town to get jobs. The first day they were there he'd attempted to sonic the television so they could get more than just a few measly channels…and ended up blowing the power for the whole complex…

Neither girl was very happy though the Professor had to be thankful it was only the complex and not the entire country. To which, the Doctor had claimed that only happened once. The Professor had scoffed 'On Earth.'

Given that that was his typical nature and luck, they refused to allow him to get a job anywhere, for the safety of the people and time itself.

They'd managed to find Martha's job relatively quickly, it was a small mechanics' shop and Martha was set to be the secretary, filing appointments, helping to catalogue parts and equipment, among other responsibilities. She got a decent lunch break, though, and the Professor always came to visit her during her own break to see how the day was going. After three weeks they'd fallen into a very nice routine.

"Couldn't you just…I don't know build another TARDIS?" Martha asked her as they sat outside a quaint café and ate their small lunches, "Get us back home?"

"TARDISes are grown, not built," she remarked, recalling another time she'd given that answer, "And really, we could be stuck in worse places and times."

"Like how?"

She shrugged, "We could be stuck on a planet orbiting a black hole with a demon festering in the core of it."

Martha laughed, "Yeah, like  _that_  could happen. That's far out even for you and the Doctor."

She smiled at that, if only she knew…

"So," Martha continued, "Are we still on for painting the message this weekend?"

"I think so," she nodded, "I'm supposed to pick up the paint and wallpaper on my way back tonight," she groaned, "Do you think he's blown another fuse?"

"God I hope not, we got lucky last time that they didn't know where the power outage originated."

The Professor could only shake her head at that, lucky they had been.

~8~

The Professor held the roll of wallpaper in her hand tightly as they walked up to the old house, looking better than it would in nearly 40 years. The Doctor had a bucket of paint and Martha, the rollers and brushes.

They looked around cautiously, not wanting to run into any more Angels, but were safe, it seemed however the Angels got there, they hadn't come yet.

They walked around, looking at a photo of Sally's, trying to find the wall in the picture and finally found it across from a greenhouse/garden area.

They made quick work of it, painting the message in the photo onto the wall and letting it dry before lightly coating it with glue and sticking the wallpaper over it. Martha peeled a small section away from the top so that in time, it would fall down more so that Sally would see it.

~8~

The Professor slipped on her boots, balancing with one hand rested on the counter of the small flat, as she zipped up the side of her white go-go boots. She was wearing a typical sleeveless dress that went down to her knees in a sort of grey-blue color. The Doctor sat at the kitchen table, watching her as he drank the cup of tea she'd made him.

"I'll be back around 8," she told him, "Meeting Martha for lunch, like usual. Same rules as always: no leaving the flat, no fiddling with the toasters or microwaves, no going near any hens, the sonic stays in your pocket and switched off, if the device beeps you come and find me or Martha and that is the  _only_  time you can leave, understood?"

"Yes mum," he sighed, rolling his eyes.

"I'm not your mother," she gave him a peck. She moved to pull away but he reached out and cupped her cheek, pulling her in, giving her a deeper kiss.

"No, you're not," he agreed with a smirk.

She blushed and stepped out of the flat, heading off to work. The Doctor had yet to really ask her where she worked. All she'd told him was that she taught, he'd assumed she'd gotten a position as a teacher or something in a school…if only he knew…she laughed before making her way to the dance studio only a few blocks away.

She rather enjoyed her job, teaching ballet to young girls. Granted, Earth ballet was different than the form taught on Gallifrey but she was able to get by just fine. She'd observed a few classes to try and get a feel of what was acceptable before applying for a job.

She walked over to the row of girls, already stretching by a bar at the side of the class, and unzipped her dress from the side, pulling it off. She was wearing a black, spaghetti strapped, chiffon dress with a skirt that flowed to above her knees. She had nude colored stockings on and black ballet slippers already on, inside the boots she removed. She quickly bunched her hair up into a bun from the ponytail it was in and clipped it. She clapped her hands and the girls lined up, ready to stretch with her before beginning.

The first half of her morning flew by and soon it was almost time for her lunch break. Seeing as it was Friday and the girls had worked very hard in the two months she'd been there, she decided to give them an early dismissal. They thanked her with smiles and jogged over to their parents, everyone filing out and leaving her be. She watched them go through the glass wall at the front of the class, the one that ran along the street. When she was sure they'd all gone she checked the clock on the wall to see she still had nearly 15 minutes before she normally left to meet up with Martha.

She smiled and walked over to a small music player the studio provided and slipped in some music from Swan Lake, one of her favorite human ballets. She smiled as the music picked up and moved to the center of the room, beginning a dance, completely un-choreographed, just letting herself move.

As the song finished a little while later, she ended up on the floor, one leg beneath her, one extended before her, her body leaning over her extended leg, with her arms reaching out towards her pointed toe…

And then someone started clapping.

She jolted up, her hearts racing, to see the Doctor standing in the doorway of the studio, leaning against the frame, smiling at her as he clapped.

"That was beautiful," he told her with a grin, "You're beautiful."

"And you're  _still_  a horrible liar," she smiled, getting up.

"I said it once and I'll say it again. That's how I see you," he eyed her a moment before glancing at the clock, smirking, "Will you dance more for me Kata?"

She laughed, "For you Theta, anything."

He laughed as well and she went over to the player, changing it to the dance music she had been teaching the children, Nocturne in C Sharp Minor, Opus 20 by Chopin.

He smiled as he watched her, she always had a soft smile on her face whenever she danced, it always cheered her up. He regretted that he couldn't dance more than a waltz, because he would have loved to dance with her, but to be honest…he was far more content to just watch her instead.

She had always been beautiful, graceful, fluid. Even in combat, from what he'd seen, she carried it over. Every action, every move, flowing effortlessly into the next. Her balance was exquisite. It was probably one of the reasons she'd lasted so long in the war, her natural strength and agility…

As the music died down, he watched her strike her final pose, spinning on one foot, her arms above her, before moving into an extended forth position, gently lowering her arms.

He clapped again, "Still beautiful."

"Still lying," she eyed him a moment before moving to shut off the player, "What are you doing here anyway? Did the device go off?"

"No," he sighed, "Martha called and said an order for parts had come in early and that she wouldn't be able to make it to lunch today. She asked me to come tell you to save you the trip to the shop."

She nodded, "Oh, thank you."

"But…" he continued, grinning a grin that she knew meant he was planning something, "You shouldn't waste your lunch break stuck in here, so…how about we go out to lunch?"

She blinked, "Like a…date?"

They'd never been on a date before…ever…which, now that she thought about it and their relationship, she had to admit was rather strange.

"We've never been," he nodded, "And you know how I do love to explore things I've never done."

She laughed, "And take me along with you."

"Always," he nodded, extending his arm. She laughed and took it, but before they could set foot outside, he turned and kissed her, looking deep into her eyes when he pulled away, "Beautiful."

And this time, looking into his eyes and seeing his honesty staring her in the face, she couldn't argue.

~8~

Billy hit the wall behind him, falling to the ground in the middle of a dark alleyway.

"Welcome!" the Doctor called as he stepped through a door at the end of it, a device in his hands, Martha and the Professor following after him.

"Where am I?" he groaned.

"1969," the Doctor replied, as the device beeped, "Not bad, as it goes. You've got the moon landing to look forward to."

"Oh, the moon landing's brilliant," Martha smiled.

"We went four times," the Professor added.

"Back when we had transport..."

"Working on it!" he cried, exasperated.

"How did I get here?" Billy looked up at them.

"The same way we did," the Doctor sat beside him, "The touch of an Angel. Same one, probably, since you ended up in the same year. No, no, no, no, no, don't get up. Time travel without a capsule, nasty. Catch your breath, don't go swimming for half an hour."

"I don't…I can't…"

"Fascinating race, the Weeping Angels. The only psychopaths in the Universe to kill you nicely. No mess, no fuss, they just zap you into the past and let you live to death. The rest of your life used up and blown away in the blink of an eye."

"You die in the past, and, in the present, they consume the energy of all the days you might have had," the Professor added as he got a bit metaphorical, "All your stolen moments. They're creatures of the abstract. They live off potential energy."

"What in God's name are you talking about?" Billy looked between them.

"Trust me," Martha cut in, "Just nod when he stops for breath or she picks up."

"Tracked you down with this," the Doctor held up the device, "This is my timey-wimey detector. It goes ding when there's stuff. Also, it can boil an egg at 30 paces, whether you want it to or not, actually, so I've learned to stay away from hens. It's not pretty when they blow."

"I don't understand," Billy shook his head, "Where am I?"

"1969, like he says," Martha replied.

"Normally, we'd offer you a lift home, but somebody nicked my motor," he sighed, "So we need you to take a message to Sally Sparrow. And I'm sorry, Billy, I am very, very sorry. It's gonna take you a while."

~8~

The Doctor stepped back from the doorway, trying to be quiet as he heard Martha and the Professor speaking inside the small sitting room of the flat. He peeked through the crack in the door to see the Professor was lying on the couch, her head on Martha's lap as the woman absently ran her hands through the Professor's hair, the TV on before them, providing more background noise than entertainment.

"…never left me alone after that," the Professor was saying, "He just…kept talking to me, everyday, whenever he saw me."

Martha laughed, "Sounds like the Doctor alright, the gob that wouldn't stop."

The Professor laughed a bit at that as well, "He just wore me down over the years, got me to talk back, then joke, then argue. He really got me out of my shell."

Martha smiled at her, her eyes growing soft and even sad, "He's the only man you've ever trusted, isn't he?" the Professor's gaze grew downcast as she nodded, "I…" she paused in speaking, "I've noticed that you…shy away from men sometimes," Martha admitted, "I mean, you'll hug me and other women we run into, comfort them, but…you tend to keep back from most men except the Doctor and…" she hesitated.

"You can say it Martha," the Professor said softly, sensing where Martha was going with it.

"I know that sort of behavior  _can_  arise from…abuse," she finished.

The Professor could only nod.

"Was it, I mean, was it your father?"

She nodded again, before taking a breath, "He…"

"You don't have to say," Martha cut in, "I know it can be really hard and I really didn't mean to pry I just…" she offered the Professor a small smile, "You're my friend, probably my best friend, and I care about you. You've told me a lot, about your planet, about the war, and I really and truly am touched and honored that you trust me to talk to. But you don't  _have_  to talk about it if you don't  _want_  to."

The Professor smiled at Martha, "I…think I might want to though."

Martha nodded, "Then I'm all ears."

He looked down as the Professor spoke of her father, of his treatment of her. Telling Martha about the names he'd call her, the threats he'd make, the anger she faced, the hurt, the pain, the beatings. He was a clever man, her father, making sure to only hurt her in places covered by clothing whenever he knew her mother would be back too soon, but having free reign when she'd be gone for extended periods. He closed his eyes, feeling tears behind them as the Professor recalled the insults, the terror, the neglect, the…hate… He could barely bear to hear about it, he still didn't know how she had been able to physically bear it for eight years of her life. And she remembered all eight. Time Lords were conscious of who they were from birth. And her father had never truly wanted a child to begin with. She could remember nights spent in her cot crying for someone, for a changing, for comfort, for food, only to be ignored. She could remember being shouted at and shoved when she was just learning to walk and speak, she could remember how it progressively got worse the older she became, the more he despised her…

"…until the Academy shuttle arrived," the Professor sighed, "And I finally got away from him," she gave a small laugh, "I met the Doctor not two days later."

Martha was silent a long while, taking in everything her friend had endured, tears in her eyes, "You are so…incredible," she whispered after another moment, looking down at the Professor, shaking her head, "Do you know that? So…" she trailed off, unable to really think of a word to describe her, "So  _strong_."

"No I'm not," the Professor said quietly.

"No, but you  _are_ though," Martha insisted, "You are SO strong,  _because_  of that. To survive all that, not just your father, but that training program, and then the war, and what the Krillitanes did to you…to fight past all that and still be able to smile and laugh and trust…" she laughed with pride, " _You_  are  _amazing_."

The Professor smiled up at Martha, tears falling from her eye as she pushed herself up to hug the woman. She'd heard those words from the Doctor numerous times. But…Martha was the first person…alien, human or otherwise…to ever say it and really  _believe_  it. Not even Mickey Smith, probably the second man she'd ever even remotely trusted, really got to see her truly be outstanding.

"You are  _good_ ," she whispered, hugging the woman.

"You're better," Martha countered.

The Professor pulled away with a little laugh before moving to sit back on the couch, the two of them talking some more…till she actually drifted off to sleep, worn from recalling the emotional ordeal. Martha smiled softly at her, feeling more respect for the woman than ever, before she got up and put a blanket lying on another chair over her, shutting off the telly to head back to her room.

She stopped short, though, when she'd stepped through the door to see the Doctor leaning against the wall, looking at her, "We need to get you squeaky shoes," she muttered, it was unnerving how easily he could sneak up on people.

"You should feel honored," he said quietly, so as not to wake the Professor. Martha gave him a questioning look, "She told you about her father," he gave a sad smile at the mention of the man who, in his mind, had  _no_  right to the title, "It took me decades to get her to talk."

Martha smiled, "Well, once you tell one person, it's easier to tell others," she remarked wisely, sounding very much like the Professor to him just then, "And besides, YOU were the one that got her to open up in the first place, the one who made her believe in people, trust again. And, from what she's told me, you had a rather big hand in how incredible she is."

His eyes got a soft look at the praise before he shook himself out of his thoughts and looked at her, thinking of how much she had helped the Professor progress in beating the aftereffects of her regeneration, "I think you have a hand in how incredible she'll  _be_ ," he remarked, making Martha beam, "Thank you, Martha Jones."

She waved him off, "It's what friends do," he nodded, "Good night Doctor," she added, before stepping into her room.

He waited till the door had shut before heading into the sitting room and over to the Professor's side. He knelt down, gently brushing a lock of hair from her face before reaching out to scoop her into his arms, carrying her back to their room as she snuggled against him.

~8~

They decided it was time to make the DVD recordings for Sally the next morning. They had to get them to Billy quickly so that, perhaps, the quicker he got them, the sooner they could return home to the TARDIS.

"That's it," the Professor nodded as she set the autocue, "It's all set."

"Good," the Doctor smiled as she moved to sit beside him before the camera, "Martha if you would?"

"Got it," Martha hit the record button and started up the autocue and they were off.

~8~

"There he is," Larry stepped back from the portable DVD player he'd set up in the old house Sally had told him to meet her in with his DVDs of the man and woman.

"The Doctor," Sally smiled, "And the Professor."

"Who're the Doctor and Professor?"

"They're the Doctor and Professor."

"Yep," the Doctor nodded, "That's us."

"Okay, that was scary."

"No, it sounds like they're replying," Larry shook his head, "But they always say that."

"Yes, we do," the Professor nodded.

"And that."

"Yep, and this," the Doctor grinned.

"They can hear us," Sally's eyes widened, "Oh, my God, you can really hear us!"

"Of course they can't hear us," Larry laughed, picking up a small file of papers with typed words on it, "Look! I've got a transcript, see, everything they say. 'Yep, that's us.' 'Yes, we do.' 'Yep, and this.' Next it's..."

"Are you going to read out the whole thing?" the Professor and Larry said at once.

"Sorry," Larry moved to sit down.

"Who are you?" Sally asked them.

"We're time travelers," the Doctor replied, "Or we were. We're stuck in 1969."

"We're all stuck," Martha came onto the screen, "All of space and time, they promised me. Now I've got a job in a shop, she's gotta teach, and we've got to support  _him_!"

"Martha!" the Doctor mock scolded.

"Sorry," she moved off screen.

"I've seen this bit before," Sally remarked.

"Quite possibly," the Professor nodded.

"1969, that's where you're talking from?"

"'Fraid so," the Doctor sighed.

"But you're replying to me. You can't know exactly what I'm gonna say, 40 years before I say it!"

"38," the Professor corrected.

"I'm getting this down!" Larry grinned, "I'm writing in your bits."

"How?" Sally shook her head, "How is this possible? Tell me!"

"Not so fast…" Larry scrambled to get her words down.

"People don't understand time," the Professor remarked, "It's not what you think it is."

"Then what is it?" she asked.

"Complicated," the Doctor answered.

"Tell me."

"Very complicated."

"I'm clever and I'm listening. And don't patronize me because people have died and I'm not happy. Tell me."

The Doctor gave the Professor a small look and she turned back to the camera, "People assume that time is a strict progression of cause to effect, but actually from a non-linear, non-subjective viewpoint, it's more like a…"

"Big ball of wibbly wobbly, timey wimey stuff," the Doctor finished with a grin.

The Professor rolled her eyes and nudged him, but he just grinned wider and winked at her.

"Yeah, I've seen this bit before," Sally remarked, "You said that sentence got away from her."

"It got away from her, yeah," he agreed.

"Next thing you're going to say is, 'Well, we  _can_  hear you.'"

"Well, we  _can_  hear you."

"This isn't possible."

"No," Larry laughed, "It's brilliant!"

"Not hear you exactly," the Professor agreed, "But we know everything you're going to say."

"Always gives me the shivers, that bit."

"How can you know what I'm going to say?" Sally frowned.

"Look to your left," the Doctor replied.

"What does he mean by, 'Look to your left?'" Larry wondered as Sally looked to her left to see him there, "I've written tons about that on the forums. I think it's a political statement."

"He means you," she eyed him, "What are you doing?"

"I'm writing in your bits," he held the transcript up to show her, "So I've got a complete transcript of the whole conversation. Wait until this hits the net. This will explode the egg forums."

"We've got a copy of the finished transcript," the Professor told her, "It's on the autocue."

"How can you have a copy of the finished transcript?" Sally frowned, "It is still being written."

"We told you," the Doctor said, "We're time travelers. We got it in the future."

"Okay, let me get my head 'round this. You're reading from a transcript of a conversation you're still having?"

"Wibbly wobbly, timey wimey," he waved her off.

"Actually, never mind that," she looked at Larry, "You can do shorthand?"

"So?" he asked.

"What matters, is we can communicate," the Professor cut in.

"She's right, we have got big problems now," the Doctor nodded, "They've taken the blue box, haven't they? The Angels have the phone box."

"The Angels have the phone box!" Larry grinned, "That's my favorite, I've got it on a t-shirt!"

"What do you mean, Angels?" Sally asked, "You mean those statue things?"

"Creatures from another world," the Doctor replied.

"But they're just statues."

"Only when you see them."

"What does that  _mean_?"

"Lonely assassins, they were called. No one knows where they came from. They're as old as the Universe, or very nearly."

"They've survived this long as they have the most perfect defense system ever evolved," the Professor added, "They are quantum locked."

"They don't exist when being observed. The moment they're seen by any other living creature they freeze into rock. No choice. It's a fact of their biology."

"In the sight of any living thing, they literally turn to stone."

"And you can't kill a stone."

"Though, a stone can't kill you either."

"But then you turn your head away, then you blink, and oh, yes it can!"

Sally eyed them, "Do you do that often?"

"Yeah," the Doctor nodded.

"Sorry," the Professor added, both of them already knowing she was referring to their habit of finishing each other's sentences.

Sally looked over, spotting an Angel through the window, "Don't take your eyes off that," she ordered Larry who turned to watch it.

"That's why they cover their eyes," the Professor continued, "They're not weeping, they can't risk looking at each other."

"Their greatest asset is their greatest curse," the Doctor nodded, "They can never be seen. The loneliest creatures in the Universe. And I'm sorry, I am very, very sorry, it's up to you now."

"What am I supposed to do?" Sally demanded.

"The blue box, it's our time machine. There is a world of time energy in there they could feast on forever. The damage they can do can switch off the Sun. You have got to send it back to us!"

"How? How?"

The Professor frowned, "And that's it, sorry. There's no more from you on the transcript, that's all we've got."

"Dunno what stopped you talking, but we can guess," the Doctor continued.

"They're coming. The Angels are coming for you."

"But listen, your life could depend on this. Don't blink! Don't even blink. Blink and you're dead. They are fast, faster than you can believe. Don't turn your back, don't look away, and don't blink!"

"Good luck!"

"No!" Sally cried as the screen froze, the feed ending, "Don't! You can't!"

"I'll rewind him!" Larry leapt forward.

"What good would that do?" and then she realized, "You're not looking at the statue?"

"Neither are you."

They looked over to see the statue had moved inside the room, its face distorted and angry…

~8~

They'd spent nearly a week on edge since they'd given Billy the DVDs. Gone to their jobs with the story of an illness in the family that might require them to leave suddenly and unsure of whether they'd be able to return. Their employers had understood, they had said from the beginning it was a temporary stay.

One morning, when they'd been about to head to work, the device beeped.

It was such a relief. Another day of walking on eggshells, waiting, would have been torture. They'd grabbed what little they had collected during their stay and dashed out, towards the house. They'd listened intently, not having known where the TARDIS would come through, only to hear the wheezing sound in the basement.

They ran down and beamed, watching the blue box appear before them. As soon as she was solid they ran inside, practically hugging the console when they reached it, just so happy that they were back.

~8~

"Where are we going?" the Professor asked as the Doctor led her through the halls of the TARDIS, his hands over her eyes, blocking his thoughts from her as well.

"I told you it's a surprise," he replied, mock exasperated.

She laughed, "Theta tell me."

"Oh just wait a minute Kata," he smiled, repositioning himself so that he covered both her eyes with one hand and leaned forward to push a door open. He led her in a few feet before pulling his hand away, "Ta da!"

Her mouth dropped open as her eyes widened in absolute shock at what lay before her. It was a room, designed similar to a ballet studio, mirrors on the walls, a small bar along the back one, false sunlight streaming through from a window in the ceiling. She stepped more into the room, just looking around at it when something caught her eye. There were a few stairs that led to a small platform in the back of the room. She walked over, seeing something set up on the platform. She reached out, scarecely daring to believe it really was what she thought it was, but when she touched it, she knew.

"You stole this from the Academy didn't you?" she asked, unable to look away from the exact instrument she'd favored playing during her time at school, their version of a piano.

"I told you," he called softly, "Anything and everything that reminded me of you, I took with me."

She shook her head, a smile growing on her face as she spotted two other, much smaller instruments on a side table, and turned to him, "Theta…"

"Do you like it?"

She shook her head, walking towards him, tears in her eyes now, "Oh no, not at all," his expression started to fade, "I  _love_  it Theta."

He beamed, "I'm glad," he reached out, wiping a tear as it fell from her eye, "I'd almost forgotten how much you loved dancing as well as music till I saw you teaching that class."

She reached out and pulled him into a tight hug, her hearts nearly bursting at the gift he'd given her, "Thank you," she whispered into his chest.

He pulled away, smiling softly at her, "Go on, try it out."

She laughed, pulling off her shoes and running to the middle of the room to dance for him, but this time, a dance from their home.

* * *

**Notes for the Chapter:**

> I loved the Professor/Martha bonding moment, I purposefully didn't write anything too specific for her past with her father because I felt like it might just take away from it, cheapen it in some way. I KNOW I could never do something like that justice. I feel like eight years to a child would make it all a jumbled mess of a nightmare anyway and, having the Doctor being the one to recall the general sense of it, also gave an opening for him and Martha to have a little moment too.


	12. Utopia

The TARDIS materialized in Cardiff, in front of the water tower in Roald Dahl Plass, the Doctor and Professor moving around the console as Martha watched.

"Cardiff," he grinned.

"Cardiff?" Martha asked.

"Cardiff is built on a rift in time and space," the Professor explained, "Like California and the San Andreas Fault. The rift bleeds energy. Every now and then we open up the engines, soak up the energy, and use it as fuel."

"So it's a pit stop," she smiled.

"Spot on!"

"Wait a minute. They had an earthquake in Cardiff a couple years ago. Was that you?"

"Bit of trouble with the Slitheen," the Doctor nodded, "Long time ago. Lifetimes. I was a different man back then."

The Professor giggled, thinking back to the image the Doctor had sent her in her mind of what the two regenerations she'd missed looked like. She couldn't help it though! His ears and nose were hilarious!

"Finito!" he called, "All powered up."

She shook her head and moved around the console, stopping when she caught sight of something on the monitor, a man in WWII jacket running towards them.

"Doctor…" she called, stepping aside for him to look as well, "Who's that?" she looked up only to see a look of panic on his face, "What is it?" he didn't answer, only started up the TARDIS as quickly as he could., "Doctor!" she shouted, he was hiding his thoughts, she had no idea why he didn't want the man, who clearly knew about them as he was running straight towards them, to come.

Suddenly the console sparked and the TARDIS jolted, throwing them all to the floor.

"What's that?" Martha called.

"We're accelerating!" the Doctor shouted, "Into the future. The year one billion. Five billion. Five trillion. 50 trillion. What? The year 100 trillion!"

"But that's impossible!" the Professor shook her head as they struggled to get up.

"Why?" Martha frowned, "What happens then?"

"We're going to the end of the Universe," they shouted and suddenly…the TARDIS stopped with a thud.

They looked around at each other, concerned, "Well, we've landed," he breathed.

"So what's out there?" Martha asked.

"I don't know."

"Say that again. That's rare."

"Not even the Time Lords came this far," the Professor said quietly.

The Doctor nodded, "We should leave."

"We should go."

"We should really, really…"

"Go?" the Professor smiled. He shot her a grin, taking her hand and pulling her to the door, Martha following as well.

They stepped outside to a bleak, dark landscape, nothing around, save a body lying a few feet away…

"Oh my God!" Martha gasped, spotting it and rushing over, "Can't get a pulse. Hold on…you've got that medical kit thing," she turned and ran into the TARDIS.

"Hello again," the Doctor sauntered over, "Oh, I'm sorry."

"Doctor…" the Professor frowned, "What did you  _do_  to him?"

"It wasn't me," he sighed, knowing she was sensing what was off about the man.

Her frown deepened as she forced herself to look at him. She knelt down and placed a hand on his…before snapping it back, her eyes wide. She looked at the Doctor, startled, and he could only nod as she scanned exactly what he was.

"Here we go," Martha ran back out, "Out of the way!" she shoved the Doctor aside, the Professor getting up to give her room, "It's a bit odd, though. Not very 100 trillion…that coat's more like World War II."

"I think he came with us," the Doctor remarked.

"How d'you mean? From Earth?"

"Must've been clinging to the outside of the TARDIS all the way through the Vortex. Well, that very him."

"What? Do you know him?"

"Friend of mine. Used to travel with me. Back in the old days."

"But he's…I'm sorry, there's no heartbeat. There's nothing. He's dead."

And then he suddenly gasped back to life, starling Martha as he grabbed her arm, "Oh well, so much for me," she muttered, holding him, "It's alright. Just breathe deep. I've got you now."

"Captain Jack Harkness," he greeted Martha, shaking her hand, "And who are you?"

"Martha Jones," she smiled.

"Nice to meet you, Martha Jones."

"Oh, don't start!" the Doctor rolled his eyes.

"I was just saying hello."

"I don't mind," Martha blushed, helping him stand.

"Doctor," Jack stared at him coldly for a moment.

"Captain," he replied, equally as cold.

"Good to see you."

"And you. Same as ever…although…have you had work done?"

"You can talk!"

"Oh yes, the face. Regeneration. How did you know this was me?"

"The police box kinda gives it away. I've been following you for a long time. You abandoned me."

"Did I? Busy life. Move on."

"Just gotta ask. The Battle of Canary Wharf…I saw the list of the dead. It said Rose Tyler…"

"Oh no! Sorry! She's alive!"

"You're kidding?"

"Parallel world safe and sound. And Mickey! And her mother!"

"Oh yes!" he grinned widely, hugging the Doctor as they laughed.

"Oh Jack," he pulled away, his arm moving around the Professor, "This is the Professor."

"THE Professor?" he eyed her, startled, "Like…THE Doctor?"

"Time Lady, yes," she laughed, "Hello."

He took her hand and kissed the back of it, "Hello."

"Stop it!" the Doctor tugged her back, "My Bonded not yours."

"Possessive is he?" Jack grinned at the Professor, she could only laugh more, "Can't say I blame him though…"

"Stop it!" the Doctor mock whined.

Jack just laughed.

~8~

They were walking down a small hill, trying to get their bearings, Jack walking beside Martha as they followed behind the two aliens.

"So there I was," Jack was explaining, "Stranded in the year 200-100, ankle deep in Dalek dust, and he goes off without me. But I had this," he tapped the device on his wrist, "I used to be a Time Agent. It's called a Vortex Manipulator. He's not the only one who can time travel."

"Oh, excuse me," the Doctor scoffed, " _That_  is not time travel. It's like I've got a sports car and you've got a space hopper."

Martha laughed, "Boys and their toys."

"No, it's actually true," the Professor smiled, "Vortex Manipulators are known to bounce their users around a bit."

"You caught me, I bounced," Jack admitted, "I thought '21st century, best place to find the Doctor,' except that I got it a little wrong. I arrived in 1869 and this thing burnt out so it was useless. I had to live through the entire 20th century waiting for a version of you," he pointed at the Doctor, "That would coincide with me."

"That makes you more that 100 years old," Martha shook her head.

"And looking good, doncha think? So I went to the time rift, based myself there, 'cos I knew you'd come back to refuel. Until, finally, I get a signal on this," he gestured over his shoulder to his pack, "Detecting you and here we are."

"But the thing is, how come you left him behind, Doctor?"

"I was busy," he shrugged.

"Is that what happens, though? Seriously? Do you just get bored with us one day and disappear?"

"Not if you're blonde," Jack remarked.

"Oh, she was blonde?" Martha asked sarcastically, knowing he meant Rose, "Oh what a surprise?"

The Doctor frowned, feeling the Professor tense beside him. He knew she didn't have the best relationship with Rose and he knew she probably would have kept silent about her feelings for him if Rose had stayed. On that note, he quite possibly may have felt a bit guilty at thinking that was the one good thing to come from Rose being trapped in Pete's World. But either way, all the talk and reminders of Rose and the relationship she'd almost had with him was putting the Professor ill at ease…and that left him less than pleased as well.

"You two!" he snapped, "We're at the end of the Universe. Alright? We're at the edge of knowledge itself and you're busy…blogging! Come on."

He led them over to the edge of a canyon that seemed to have, at one time, held a city of some sort. Caves, rooms, and bridges carved into the side of it.

"Is that a city?" Martha asked.

"A city," he nodded, "Or a hive. Or a nest. Or a…"

"Conglomeration," the Professor replied, "A conglomeration."

"Looks like it was grown," he agreed, "But look there. That's like pathways, roads…must have been some sort of life. Long ago."

"What killed it?" Martha frowned.

"Time," the Professor sighed, "Just…time. Everything's dying now. All the great civilizations have gone." she looked up, "This isn't just night. All the stars have burned up and faded away into nothing."

"It must have an atmospheric shell," Jack reasoned, "We should be frozen to death."

"Well, Martha, the Professor, and I, maybe," the Doctor remarked, eyeing him

"Not so sure about you, Jack," the Professor had to agree.

"What about the people?" Martha squinted, "Does no one survive?"

"I suppose we have to hope," the Doctor murmured, "Life will find a way."

"Well, he's not doin' too bad," Jack pointed to a young man running along one of the pathways around the side of the canyon, a group of people running after him with flaming torches.

"Is it me, or does that look like a hunt? Come on!"

They ran off down a pathway, down a hill, that would connect them to the man's.

Jack laughed, "Oh, I've missed this!" they reached the man as they got to the bottom of the hill and he grabbed a hold of him, "I've got you."

"We've gotta run!" the man gasped, "They're coming! They're coming!"

Jack passed the man back to the Doctor and pulled out his revolver, aiming it at the humans hunting them.

"Jack, don't you dare!" the Doctor called.

Jack hesitated before firing into the air, making the hunters stop in their tracks.

"What the hell are they?" Martha grimaced, eying their tribal tattoos and sharpened teeth.

"There's more of them," the man warned, "We've got to keep going."

"We've got a ship nearby," the Doctor told him, "It's safe. It's not far, it's just over there."

"Or maybe not…" the Professor trailed. They looked over to see a horde of hunters running after them from the direction they'd just come from.

"We're close to the silo," the man stated, "If we get to the silo, then we're safe."

"Silo?" the Doctor looked at them.

"Silo," Jack said as the Professor nodded.

"Silo for me," Martha agreed.

~8~

Their small group nearly threw themselves at the gated area before a huge silo as the hunters chased after them.

"It's the Futurekind!" the man they'd helped shouted at the guards, "Open the gate!"

"Show me your teeth!" the guard ordered, holding his gun out, "Show me your teeth! Show me your teeth!"

"Show them your teeth," he told them.

They all bared their teeth at the man, wide smiles revealing their normal, non-sharpened teeth.

"Human!" the guard determined, "Let 'em in! Let 'em in!" the gate opened and they ran inside, "Close! Close! Close!" the guard fired his gun at the ground in front of the hunters till the gate could be shut, locking them out.

"Humans," one of the hunters glared, "Humani. Make feast."

"Go back to where you came from. I said go back! Go back!" he aimed the gun again.

"Oh, don't tell him to put down his gun," Jack remarked.

"He's not my responsibility," the Doctor countered.

"And I am?" he scoffed, "That makes a change."

"Kind watch you," the hunter glared, "Kind hungry," but he signaled them to back away nonetheless.

"Thanks for that," the Doctor smiled at the guard.

"Right," the guard nodded, "Let's get you inside."

"My name is Padrafet Shafekane," the man from before said, "Please tell me, can you take me to Utopia?"

"Oh yes, sir. Yes, I can."

He grinned as he led them into the silo.

~8~

"It's a box," the Doctor was explaining to the head guard as they stood in the silo's base, "A big blue box. I'm sorry, but we really need it back. It's stuck out there."

"I'm sorry," Padrafet cut in, "But my family were heading for the silo. Did they get here? My mother is Kistane Shafekane. My brother is Beltone."

"The computers are down but you can check the paperwork," the guard told him, "Creet!" a young, blond boy no older than 10, stuck his head out around a corner, "Passenger needs help."

"Right," Creet stepped out with a clipboard, "What d'you need?" Padrafet walked over and began to look at the names listed there.

"A blue box, you said?" the guard turned back to the Doctor.

"Big, tall, wooden," the Professor nodded, "Says 'Police.'"

"We're driving out for a last water collection. I'll see what I can do."

"Thank you," the Doctor sighed, relieved.

"Come on," Creet nodded Padrafet away.

"Sorry, but how old are you?" Martha frowned, eyeing the boy, following him.

"Old enough to work. This way," they all followed the boy through the corridors of the silo, all lined with people camping out, "Kistane Shafekane. Kistane Shafekane. Kistane and Beltone Shafekane? Looking for a Kistane and Beltone Shafekane!"

"The Shafekanes anyone?" Padrafet looked around.

"Anyone? Kistane and Beltone Shefkane? Anyone know the Shefkane family? Anyone called Shafekane?"

"It's like a refugee camp," Martha remarked.

"Stinking," Jack commented as they passed a large man who glared at him, "Oh, sorry. No offence."

"Don't you see that?" the Doctor cheered, "The ripe old smell of humans. You survived. Oh, much better than a million years evolving into clouds of gas."

"And then another million as downloads," the Professor added, eying the people "But you always revert to the same basic shape."

"The fundamental humans."

"End of the Universe and here you are."

"Indomitable! That's the word! Indomitable! Ha!"

"Is there a Kistane Shafekane?" Creet called.

"That's me!" a woman at the end of the hall stood and gasped, seeing Padrafet.

"Mother?" Padrafet breathed.

"Oh my God."

"Beltone?" he ran toward his family, pulling them into a tight hug.

"It's not all bad news," Martha smiled, watching the touching reunion.

"Captain Jack Harkness," Jack grinned, shaking the hand of a handsome man as he walked by, "And who are you?"

"Stop it," the Doctor called as he focused on trying to get a door opened beside him, "Give us a hand with this?"

Jack reluctantly let go of the man's hand and moved to help.

"I've got it," the Professor told Jack, stepping over to a keypad and starting in, "It's half deadlocked," she remarked, starting to grin, for the first time since she regenerated she truly felt like the old her, "Let me try to override the code…"

Jack blinked, watching her, impressed, as she worked away, both of them working in unison.

"Let's find out where we are," the Doctor managed to get the door open and nearly fell into the silo.

Jack quickly reached out and grabbed the Doctor's jacket, pulling him back, "Gotcha."

"Thanks."

"How did you cope without me?"

The Professor laughed, leaning over to squint down the silo.

"Now that is what I call a rocket," Martha breathed, looking inside the silo at the giant rocket sitting there.

"They're not refugees, they're passengers!" the Doctor realized.

"He said they were going to Utopia."

"The perfect place. 100 trillion years, it's still the same old dream. Do you recognize those engines?" he looked at the Professor and Jack.

"Nope," Jack sighed.

The Professor shook her head, "I can't get a good look at them…if we were at the base of it I could identify them, but not from here."

"Whatever it is, it's not rocket science. But it's hot, though."

"Boiling," the Doctor agreed, stepping back as the Professor shut the door, "But if the Universe is falling apart, what does Utopia mean?"

Just then an old man in a white tunic and black vest and pants ran over to them, looking between the Doctor and Jack, "The Doctor and Professor?"

"That's me," the Doctor held up a hand, "The Doctor."

"And I'm the Professor," she added.

The man grabbed their arms and pulled them off down the hall, "Good. Good. Good. Good. Good. Good. Good. Good. Good. Good."

"It's good apparently," the Doctor called as they were led away.

~8~

"Chan, welcome, tho," a large, blue, insect-like alien greeted as the man pulled them through the doorway to a lab.

"This is the gravitissimal accelerator," the man started to explain, showing them various equipment, "It's part of the…"

"Chan, welcome, tho," she greeted Jack and Martha as they followed.

"And over here is the footprint impellor system. If you know anything about end-time gravity…"

"Hello," Martha smiled at the alien, "Who are you?"

"Chan, Chantho, tho."

"But we can't get it to harmonize!" the man continued to complain.

"Captain Jack Harkness," Jack greeted.

"Stop it!" the Doctor called.

"Can't I say hello to anyone?"

"Chan, I do not protest, tho."

"Maybe later, Blue," he winked at her, "So, what have we got here?"

Martha frowned, hearing a noise coming from Jack's pack, and followed him into the room.

"And all this feeds into the rocket?" the Professor asked the old man.

"Yeah," he nodded, "Except without a stable footprint we'll never achieve escape velocity."

' _Footprint?_ ' the Professor asked the Doctor silently.

' _If you don't know, what makes you think I do?_ ' he countered teasingly.

"If only we could harmonize the five impact patterns and unify them," the man continued, "Well, we might yet make it. What do you think, Doctor? Professor? Any ideas?"

"Well, um, basically…sort of…not a clue," the Doctor frowned, shaking his head.

"Nothing?"

"We're not from around these parts. We've never seen a system like it. Sorry."

The man sighed, dejected, "No, no. I'm sorry. It's my fault. There's been so little help..."

"Oh my God!" Martha gasped, pulling out a hand in a jar from Jack's pack, and setting it on the table, "You've got a hand. A hand in a jar. A hand in a jar in your bag."

"That's…that's my hand!" the Doctor's eyes widened.

"Your hand?" the Professor eyed him.

"I said I had a Doctor detector," Jack smiled.

"Chan, is this a tradition amongst your people, tho?"

"Not on my street," Martha shook her head, "What d'you mean that's your hand? You've got both your hands, I can see them."

"Long story," he tried to wave her off, "I lost my hand Christmas Day. In a swordfight."

"The one with the Sycorax?" the Professor recalled. He nodded.

"What?" Martha blanched, "And you grew another hand?"

"Um yeah," he smiled sheepishly, "Yeah I did. Yeah. Hello," he waved his fingers.

"Might I ask what species are you?" the man asked.

"Time Lord," the Doctor said, putting his arm around the Professor, "Me and the Professor. Last of. Heard of them?" the man and Chantho stared at him blankly, "Legend or anything? Not even a myth?" still blank, "Blimey, end of the Universe is a bit humbling."

"You?" the Professor grinned at him, "Humble?"

"Chan, it is said that I am the last of my species too, tho."

"Sorry, what was your name?" the Doctor looked at her.

"My assistant and good friend, Chantho," the man introduced.

"She's a Malmooth," the Professor added, eyeing her, "Which means this must be Malcassairo."

The man nodded, "We took refuge here."

"The city outside, that was yours?" the Doctor looked at the alien.

"Chan, the conglomeration died, tho."

"Conglomeration!" he cheered, "That's what you said!" he looked at the Professor.

"You're supposed to say sorry," the Professor whispered.

"Oh, yes," he cleared his throat, "Sorry."

"Chan, most grateful, tho."

"You grew another hand?" Martha breathed, still stuck on that.

He waved his fingers again, "Hello again. It's fine. Look. Really, it's me," he held out his hand and shook hers.

"If we're injured within 15 hours of our regeneration cycle beginning we can heal rather quickly," the Professor explained, "Up to and including the regrowth of limbs."

Martha laughed nervously, "All this time and you're still full of surprises."

"Chan, you are most unusual, tho."

"Well…" the Doctor shrugged.

"So what about those things outside?" Jack asked, "The beastie boys. What are they?"

"We call them the Futurekind," the man replied, "Which is a myth in itself, but, uh, it is feared they are what we will become. Unless we reach Utopia."

"And Utopia is…" the Doctor trailed.

"Oh, every human knows of Utopia. Where have you been?"

"Bit of a hermit."

"A hermit with friends?"

"Hermits United," the Professor smirked, glancing at the Doctor.

He beamed at her, catching on, "We meet up every ten years."

"Swap stories about caves."

"It's good fun…for a hermit."

"So Utopia?" the Professor finished, getting them back on track.

The man stared at them, "Do you do that..."

"Often?" the Professor asked.

"Yep!" the Doctor grinned, popping the p.

The man shook his head and motioned for them to follow, leading them to a small computer with a navigational chart, a small blinking red dot on it, "The call came from across the stars over and over again. Come to Utopia. Originated from that point."

"Where is that?" the Doctor frowned.

"Oh, it's far beyond the Condensate Wilderness. Out towards the Wild Lands and the Dark Matter Reefs. Calling us in. The last of the humans. Scattered across the night."

"What do you think's out there?"

"I don't know. A colony, a city, some sort of haven? The Science Foundation created the Utopia Project thousands of years ago to preserve mankind, to find a way of surviving beyond the collapse of reality itself. Now perhaps they found it, perhaps not. But it's worth a look, don't you think?"

"Oh yes," the Doctor nodded.

"And the signal keeps modulating, so it's not automatic," the Professor remarked, "There's a good sign. Someone's out there."

"And that's…ooh, that's a navigation matrix, isn't it? So you can fly without stars to guide you."

The Professor looked at the man, seeing him closing his eyes in pain, "What's wrong?"

"I…" his eyes snapped open, "Right, that's enough talk. There's work to do. Now if you could leave. Thank you," he turned and walked back to his equipment.

"You alright?"

"Yes. I'm fine! And busy!"

"Except that rocket's not going to fly, is it?" the Doctor asked, "This footprint mechanism thing, it's not working."

"We'll find a way!"

"You're stuck on this planet. And you haven't told them, have you? That lot out there, they still think they're gonna fly."

"Well, it's better to let them live in hope."

"Quite right, too," the Professor smiled, "Though…I have to wonder um…"

"Professor Yana."

"Professor Yana," she nodded, "This new science seems to be beyond even me…"

"And that's saying something," the Doctor cut in.

"But all the same, a boost reversal circuit, in any time frame, must be a circuit which reverses the boost. So…" she looked at the Doctor pointedly, and he looked back at her confused, "I wonder, what would happen if a little sonic device was applied," she looked at him again but he frowned, "To  _reverse_  the  _boost_?"

His eyes widened and he pulled out the sonic, flashing the switch. The Professor grinned and turned the switch on, giving them power.

"Chan, it's working, tho!"

"But how did you do that?" Yana gaped at them.

"Oh, we've been chatting away," the Doctor grinned, "I forgot to tell you, she's brilliant!"

~8~

"All passengers prepare for immediate boarding," the guard's voice came over the loudspeaker, "I repeat, all passengers prepare for immediate boarding. Destination: Utopia. All troops fall back to the silo. I repeat, all troops fall back to the silo. I repeat, all passengers prepare for immediate boarding."

Inside the lab, the Doctor stood on one side of a large, clear circuit board while the Professor stood on the other, Yana overlooking them as they worked to connect the wires and cords.

"Is this…" the Doctor sniffed a cord.

"Gluten extract," the Professor nodded, not stopping her work, "To bind the neutrino map together."

"Correct!" Yana laughed, amazed by the woman's evaluative skills.

"But that's food," the Doctor breathed, "You've built this system out of food and string and staples. Professor Yana, you're a genius!"

"Says the ones who made it work."

"Oh…it's easy coming in at the end but…you're stellar. This is…this is magnificent. I don't often say that 'cos…well, 'cos of me, and even more because of the Professor..."

"Stop it," she blushed.

Yana smiled at them softly, "Well, even my title is an affectation. There hasn't been such a thing as a university for over a thousand years. I've spent my life going from one refugee ship to another."

"If you had been born in a different time, you'd be revered," she told him as he chuckled, "I mean it. Throughout the galaxies."

"Oh, those damned galaxies. They had to go and collapse. Some admiration would have been nice. Just a little. Just once."

"Well you've got it now," she smiled.

"But that footprint engine thing," the Doctor continued, "You can't activate it from onboard. It's gotta be from here. You're staying behind."

"With Chantho," Yana nodded, "She won't leave without me. Simply refuses."

"You would give your life so they could fly."

"Oh, I think I'm a little too old for Utopia. Time I had some sleep."

"Professor Yana, tell the Doctor we've found his blue box!" the guard called over the comm..

"Ah!" the Doctor cheered.

"Doctor," Jack called, "Professor."

They ran over to the monitor Jack was sitting by to see the TARDIS safely inside the silo.

The Doctor patted Yana on the shoulder, "Professor Yana, it's a wild stab in the dark, but we may have just found you a way out," he turned to head after the TARDIS when the Professor grabbed his jacket and pulled him back.

"I'll get her."

"But…"

"I think she's still cross with you for leaving her to the Angels."

He winced, the TARDIS had tended to spark whenever he touched the console and always seemed to give a bigger jolt when he landed her…and never seemed to take him where he wanted to go recently. He nodded and she headed out to get the TARDIS.

A few moments later the big blue box appeared in the corner of the room and the doors opened, the Professor stepping out with a long wire, "Extra power."

The Doctor grinned and took the wire from her, inserting it into an outlet, "Little bit of a cheat, but who's counting? Jack, you're in charge of the retro-feeds."

"Oh, am I glad to see that thing!" Martha smiled widely as she and Chantho stepped back into the room, circuit boards in hand.

"Chan, professor Yana, are you alright, tho?" Chantho made her way to the Yana's side, kneeling by him as he seemed to have collapsed into a chair in pain.

"Yes, I'm fine," he waved her off, "I'm fine," he took a breath, his voice stronger, "I'm fine. Just get on with it."

"Connect those circuits into the spar, same as that last lot," Jack told Martha, "But quicker."

"Yes, sir," Martha laughed and went to do as she was instructed.

"You don't have to keep working," the Professor told Yana gently as she and the Doctor went over, Chantho moving to help Martha, "We can handle it."

"It's just a headache," he shook his head, "Just…just noise inside my head. Constant noise inside my head."

"What sort of noise?" the Doctor frowned.

"It's the sound of drums. More and more, as though it's getting closer."

"When did it start?"

"Oh, I've had it all my life. Every waking hour. Still, no rest for the wicked," he stood up and got back to work.

~8~

"Professor Yana!" a guard called over the comm., "Systems are…Prof…are you get…me?"

Yana walked over to a computer terminal and cleared the signal, "I'm here! We're ready! Now all you need to do is connect the couplings. Then we can launch," the connection faded to static, "God's sake! This equipment! Needs rebooting all the time!"

"Anything I can do?" Martha asked as she walked over, "I've finished that lot."

"Yes, if you could," he got up, letting her sit, "Just press the reboot key every time the picture goes out."

"Certainly, sir. Just don't ask me to do shorthand."

"Are you still there?" the guard called, appearing on a screen.

"Ah, present and correct," Yana nodded, "Send your man inside. We'll keep the levels down from here."

A moment later the guard was back, "He's inside. And good luck to him."

"Captain, keep the levels below the red," Yana turned to Jack.

"Where is that room?" the Doctor asked, eyeing the screen where they could see the guard standing outside a heavy door.

"It's underneath the rocket. Fix the couplings and the footprint can work. But the entire chamber is flooded with stet radiation."

"Stet?" the Professor frowned, "Never heard of it," and that was  _really_  saying something.

"You wouldn't want to. But it's safe enough. We can hold the radiation back from here."

A moment later, the alarm started to sound.

"It's rising…0.2…" Yana gasped, "Keep it level!"

"Yes, sir!" Jack called but the alarm kept going.

"Chan, we're losing power, tho!" Chantho called from a gauge.

"Radiation's rising!" the Professor added.

"We've lost control!" Jack shouted.

"The chamber's going to flood!" Yana called.

"Jack!" the Doctor turned, "Override the vents!"

Jack grabbed two live cables, "We can jumpstart the override!"

"Don't! It's going to flare!"

Jack just pressed the cables together, screaming as the power coursed through him, and fell to the floor, dead.

"I've got him!" Martha ran to his side.

"Chan, don't touch the cables, tho," she pushed them aside.

"Oh, I'm so sorry," Yana breathed, watching as Martha started mouth-to-mouth on Jack.

"The chamber's flooded with radiation, yes?" the Doctor asked, watching, unperturbed.

"Without the couplings, the engines will never start. It was all for nothing!"

"Oh, I don't know," he walked forward, "Martha, leave him," and gently pulled her up.

"You've gotta let me try," she cried.

"Come on. Come on. Just listen to me. Now leave him alone. It strikes me, professor Yana, you've got a room a man can't enter without dying. Is that correct?"

"Yes…" Yana eyed him.

"Well…" he glanced over as Jack gasped awake, "We've got just the man."

"And you are going to tell me how that happened later," the Professor pointed at the Doctor.

"Was someone kissing me?" Jack looked around.

~8~

"Lieutenant," the Doctor called as he and Jack ran over to the radiation room, "Get onboard the rocket! I promise you're gonna fly."

"The chamber's flooded!" the guard shook his head.

"Trust me. We've found a way of tripping the system. Run!" the guard ran off and the Doctor turned to Jack, only to see him removing his outer shirt, "Wh…what are you taking your clothes off for?"

"I'm going in," Jack replied.

"Well by the looks of it, I'd say that stet radiation doesn't affect clothing, only flesh."

"I look good though," he moved to the door but stopped, "How long have you known?"

"Ever since I ran away from you. Good luck."

Jack nodded and entered the room, going straight for the couplings as the Doctor watched from the window.

~8~

"We lost picture when that thing flared up," Martha called into the comm. by the computer she sat before in the lab, Chantho and the Professor behind her, "Doctor, are you there?"

"Receiving, yeah," he called, "He's inside."

"And still alive?"

"Oh, yes."

"But he should evaporate," Yana shook his head, "What sort of a man is he?"

"We've only just met him," the Professor remarked, keeping half her attention on the Doctor.

"The Doctor and Professor sort of travel through time and space and pick people up," Martha tried to explain before stopping, "God, I make us sound like stray dogs. Maybe we are."

The Professor smiled, putting a hand on Martha's shoulder, "Well if you are, then I find myself becoming less of a cat person."

Martha smiled up at her, putting her hand over the Professor's and giving a happy squeeze.

"You travel in time?" Yana looked at the Professor distractedly.

"Yeah," she nodded back at the box, "In that, it's called a TARDIS."

"The sports car of time travel, he says," Martha added.

"When did you first realize?" the Doctor spoke, clearly talking to Jack.

"Earth 1892," Jack replied, "Got in a fight in Ellis Island. A man shot me through the heart. Then I woke up. Thought it was kinda strange. But then it never stopped. Fell off a cliff, trampled by horses, World War I, World War II, poison, strangulation, a stray javelin…in the end, I got the message, I'm the man who can never die. And all that time you knew."

"That's why I left you behind. It's not easy even just…just looking at you Jack, 'cos you're wrong. Even the Professor could tell that just meeting you."

"Thanks."

"You are! We can't help it. We're Time Lords, it's instinct. It's in our gut. I think the only reason the Professor isn't as open with it is that she's been trained as a sort of researcher, looking at things unbiased and distanced. But it doesn't change the fact that you're a fixed point in time and space. You're a fact. That's never meant to happen. Even the TARDIS reacted against you, tried to shake you off, flew all the way to the end of the Universe just to get rid of you."

"So what you're saying is that you're, uh…" a coupling hissed, "Prejudiced?"

"I never thought of it like that."

"Yeah."

Yana turned to look at the TARDIS.

"Last thing I remember back when I was mortal…" Jack grunted, "I was facing three Daleks. Death by extermination. And then I came back to life. What happened?"

"Rose."

"I thought you sent her back home."

"She came back. Opened the heart of the TARDIS and absorbed the Time Vortex."

The Professor gasped…if the Vortex had done that to him…there was no reversing it.

"What does that mean, exactly?"

"No one's ever mean to have that power. If a Time Lord did that, he'd become a god, a vengeful god. But she was human. Everything she did was so human. She brought you back to life but she couldn't control it. She brought you back forever. That's something, I suppose. The final act of the Time War was life."

"Do you think she could change me back?"

"I took the power out of her. She's gone, Jack. She's not just living on a parallel world, she's trapped there. The walls have closed."

"I'm sorry."

The Doctor was silent, because in his heart of hearts, deep down, he could never be sorry for anything that brought him and the Professor closer, and that's what Rose's departure had done.

"I went back to her estate," Jack admitted, "In the 90s, just once or twice. Watched her growing up. Never said hello, timelines and all that."

"Do you wanna die?"

"Oh, this one's a little stuck."

"Jack?"

"I thought I did. I dunno. But this lot, you see them out here surviving and that's fantastic."

"You may be out there somewhere."

The Professor could only smile sadly. She could feel the identical DNA when Jack had kissed her hand to a very dear friend who had died earlier in their travels with Martha.

"I could go meet myself."

"Well, the only man you're ever gonna be happy with."

"This new regeneration, it's kinda cheeky."

"Hmm."

"I never understand half the things he says," Martha shook her head, turning to see Yana leaning heavily against a piece of equipment, tears in his eyes.

"What's wrong?" the Professor frowned.

"Chan, professor Yana, what is it, tho?"

"Time travel…" he breathed, "They say there was time travel back in the old days. I never believed…but what would I know? I'm just a stupid old man. Never could keep time. Always late, always lost. Even this thing never worked," he pulled out a fob watch from his pocket, "Time and time and time again. Always running out on me."

"Can I have a look at that?" Martha asked as the Professor eyed the watch, an almost horrified expression on her face.

"Oh, it's only an old relic," he chuckled, "Like me."

"Where did you get it?"

"Hm? I was found with it."

"What do you mean?"

"An orphan in the storm. I was a naked child found on the coast of the Silver Devastation. Abandoned with only this."

"Have you opened it?"

"Why would I? It's broken."

"How do you know it's broken if you never opened it?"

"It's stuck. It's old. It's not meant to be. I don't know."

Martha took the watch and turned it over to reveal similar engravings to the Doctor's.

The Professor's eyes widened, those weren't just engravings…they were a name…

"Does it matter?" Yana looked up at them, taking the watch back.

"No," the Professor cut in, grabbing Martha's hand and backing her out of the room, "It's…nothing. It's…" she swallowed hard, "Listen, everything's fine up here. We're gonna see if the Doctor needs us," and then she pulled Martha out of the room and ran.

~8~

"Yes!" Jack cheered, releasing the last coupling.

"Now get out of there!" the Doctor called, "Come on!" Jack quickly made his way out as the Doctor turned to call the rocket, "Lieutenant, everyone on board?"

"Ready and waiting," the guard replied.

"Stand by! Two minutes to ignition!"

"Ready to launch," the guard called over the loudspeaker, "Outer doors sealed. Countdown commences T minus 99…98…"

The Doctor and Jack turned to the controls, working on them when Martha and the Professor burst in.

"Ah, nearly there," the Doctor grinned, turning to the Professor, "The footprint is a gravity pulse. It stamps down, the rocket shoots up. Bit primitive. It's gonna take the both of us to keep it stable."

"Doctor, it's professor Yana," Martha gasped, "He's got this watch. He's got a fob watch. It's the same as yours. Same writing on it. Same…everything."

"Don't be ridiculous," he shook his head.

"I asked him. He said he's had it all his life."

"It was Doctor," the Professor agreed, "It was the Chameleon Arch."

"So he's got the same watch," Jack called.

"Yeah, but it's not a watch!" Martha argued.

"No, no, no," the Doctor shook his head, "It's this…this thing, this device, it rewrites biology, changes a Time Lord into a human."

"And it's the same watch."

"It can't be."

An alarm blared and the Doctor moved to fix it.

"That means he could be a Time Lord," Jack reasoned, "You two might not be the last ones."

"Jack, keep it level!"

"But that's brilliant, isn't it?" Martha shook her head.

"Yes, it is. Course it is. Depends which one. Brilliant, fantastic, yeah. But they died, the Time Lords. All of them, they died."

"Not if he was human," the Professor said, "And Doctor…the engravings…his name…"

The Doctor looked at her, his eyes wide, "Who was it?"

She swallowed hard, "The Master."

"What did Yana say?" he asked, looking between her and Martha, alarmed, his eyes wide, "What did he say?"

"He looked at the watch like he could hardly see it," Martha gasped, "Like that perception filter thing."

"What about now? Can he see it now?"

The Professor nodded.

"13, 12, 11, 10…"

"If he escaped the Time War then it's the perfect place to hide," Jack reasoned, "The end of the Universe."

But the Doctor wasn't paying any attention, more focused on staring at the Professor as they both realized what this could mean…and it was not even as close to good as both Martha and Jack seemed to think it was.

"Think of what the Face of Boe said," Martha added, "His dying words. He said…you are not alone! Y-A-N-A! Yana!"

The Professor reached out and smashed her hand on a button, launching the rocket, before grabbing the Doctor's hand and pulling him down the hall, back towards the lab…

~8~

They ran as fast as they could, down the hall, only to run into the main doors, now locked. The Doctor grabbed the sonic and flashed it while the Professor worked on the keypad.

"Get it open…" he muttered desperately, "Get it open!"

"Got it!" the Professor shouted. The doors flew open and they ran down another hall, rounding a corner only to run into the Futurekind that had now entered the building. They turned and ran back through the corridors, taking another route as the Futurekind chased them.

"This way!" Jack turned, running down another hall, leading them to the lab doors, only to see they were locked as well. He ran to the keypad this time as the Doctor and Professor looked through the window.

"Professor Yana!" the Doctor shouted, pounding on the window, "Professor Yana, let us in! Let us in!"

"Jack, get the door open," the Professor looked at him.

"Professor Yana! Professor Yana, where are you? Yana! Yana, are you there? Please, I need to explain! Whatever you do, don't open that watch!"

"They're coming!" Martha gasped, seeing the Futurekind at the end of the hall.

"Professor Yana! Open the door, please! I'm begging you, professor Yana! Please! Listen to me! Open the door, please!"

There was a shot and they froze.

Inside the room, Chantho had fired on the Master, for his expression told them he was no longer the kind hearted Yana, making him stagger back against the TARDIS. The Professor grabbed Jack's revolver from his coat and smashed the butt of it against the keypad, disabling the locks, opening the door. They ran in and stopped, spotting the Master backing into the TARDIS. They ran to the door, but the door had locked and then dead-locked, keeping them out by use of key or sonic.

"Let us in!" the Doctor pounded on the door, "Let us in!"

"She's dead," Martha gasped, checking on a wounded Chantho.

"You've broken the lock!" Jack called to the Professor, "Give me a hand!"

"I'm begging you!" the Doctor called, "Everything's changed! It's only the three of us! We're the only ones left!" Martha ran over to Jack, helping him, "Just let us in!"

The Doctor staggered back, seeing the orange-gold regeneration energy filling the TARDIS windows.

"Doctor!" Jack shouted as he and Martha struggled to keep the Futurekind out, "You'd better think of something!"

"Doctor!" the Master's voice came over the speakers, new, young, "And my dear Professor! Oh, new voice," he made it low, "Hello," then high, "Hello," and back to normal, "Hello. Anyway, why don't we stop and have a nice little chat while I tell you all my plans and you can work out a way to stop me? I don't think!"

"Hold on!" Martha frowned, "I know that voice!"

"I'm asking you really, properly!" the Doctor shouted, "Just stop! Just think!"

"Use my name," he replied.

"Master. I'm sorry."

"Tough!"

The TARDIS started up.

The Professor quickly reached into the Doctor's jacket and pulled out the sonic, working on setting it.

"I can't hold out much longer!" Jack shouted.

She aimed the sonic and flashed it at the TARDIS.

"Oh, no you don't!" the Master growled, "End of the Universe. Have fun. Bye bye!"

"Doctor, Professor, stop him!" Martha shrieked.

But it was too late, the TARDIS had disappeared.

To be continued…

* * *

**Notes for the Chapter:**

> Next chapter we get...a flashback! A rather funny, cute one :)


	13. The Sound of Drums

The Professor held Jack's arm, flashing it with the sonic she'd nicked out of the Doctor's coat, while the others tried to hold the door shut, "Hold still!" she shouted, "Don't move! Hold it still!"

"I'm telling you, it's broken!" Jack argued, "It hasn't worked for years!"

"If anyone can fix it, it's her!" the Doctor replied.

"Got it!" she grinned, "Grab hold!" the Doctor and Martha grabbed the Manipulator and she pressed the button, making them disappear.

~8~

A Time Vortex opened in the back of a small, quiet alleyway, dumping the Doctor, Professor, Martha, and Jack to the ground before sealing again.

"Oh, my head!" Martha groaned.

"Time travel without a capsule," the Professor winced, picking herself up.

"That's a killer," the Doctor agreed.

Jack cracked his neck and started to walk out of the alley onto the street to see where they were, "Still, at least we made it. Earth, 21st century by the looks of it. Ha ha, talk about lucky."

"That wasn't luck, that was me," the Doctor remarked.

"Excuse me?" the Professor raised an eyebrow at him, "You?"

"Yeah…well…it was my sonic," the Doctor countered as they moved to a sitting area in the middle of a walkway on the road.

"The moral is, if you're gonna get stuck at the end of the Universe, get stuck with an ex-Time Agent and his Vortex Manipulator," Jack grinned.

"But this Master bloke," Martha frowned, "He's got the TARDIS. He could be anywhere in time and space."

"No, he's here," the Doctor looked around, "Trust us _."_

"Who is he, anyway? And that voice at the end, that wasn't professor Yana."

"If the Master's a Time Lord, he must have regenerated," Jack reasoned as Martha nodded, recalling what the Doctor and Professor had told her about the process, "Changed his face, voice, body, everything. New man."

' _Theta…_ ' the Professor called, ' _Do you hear that too?_ '

He looked over at her to see her eyeing a homeless man who was tapping a four beat rhythm on an enamel mug, and frowned, ' _There's something about that…_ ' he agreed.

"Then how are we gonna find him?" Martha asked.

"We'll know him, the moment we see him," the Professor turned to Martha, "Time Lords always do."

"But hold on…if he could be anyone..." she stood up, looking at the posters around her, "We missed the election. But it can't be…"

The Doctor and Professor slowly stood, walking towards a giant screen showing the news, as Jack and Martha followed.

"Mr. Saxon has returned from the Palace and is greeting the crowd inside Saxon Headquarters," the news reporter stated as a man, Harold Saxon, walked down the stairs with a woman at his side.

"I said I knew that voice," Martha breathed, "When he spoke inside the TARDIS. I've heard that voice hundreds of times. I've seen him. We all have. That was the voice of Harold Saxon!"

"That's him," the Professor nodded.

"He's Prime Minister!" the Doctor's eyes widened.

"Mr. Saxon, this way, sir!" a photographer on screen called, "Come on, kiss for the lady, sir."

"The Master is Prime Minister of Great Britain," Saxon kissed the woman beside him, "The Master and his  _wife_."

"This country has been sick and ignorant," the Master stepped up to address the press, "This country needs healing and learning. This country needs medicine and education. In fact, I'd go so far as to say that, what this country really needs, right now…is a doctor and professor," he smiled widely at them.

~8~

Martha led the trio into her room, "Home."

"What have you got?" the Doctor looked around, "Computer, laptop, anything?" he looked over at Jack as he tried to call out on his mobile, "Jack, who are you phoning? You can't tell anyone we're here!"

"Just some friends of mine, but there's no reply…" he muttered.

Martha handed the Doctor her laptop, "Here you go. Any good?"

Jack took it instead, "I can show you the Saxon websites. He's been around for ages," he sat down at the desk.

"That's so weird though. It's the day after the election. That's only four days after I met you."

"We went flying all around the Universe while he was here the whole time," the Doctor shook his head.

"You gonna tell us who he is?"

"He's a Time Lord."

The Professor scoffed, "He's a child in a perpetual tantrum."

"Yeah, just about," the Doctor had to agree, before he looked at her, "You alright?"

"If there's one person in the Universe the Master hates more than you it's me...and now he's got control of the country we're in..." she swallowed, "I'm fine."

He shook his head and pulled her to him, hugging her tightly at the tremble in her voice. Facing their enemies...piece of cake. But Time Lords could be far more dangerous than all of them combined, especially one as insane as the Master. Even HE was a little fearful as to what was to come.

"Why's he hate you?" Martha frowned.

"More reasons than I can count," she muttered, "And  _that's_  saying something."

It seemed like the Master just hated her for anything and everything. He'd hated that she got better scores than him in the Academy, he'd hated that she was better friends with the Doctor, he'd even hated her for being taller than him by half an inch once!

"What about the rest of it then? I mean, who'd call himself the Master?"

"That's all you need to know," the Doctor cut in and turned to Jack, "Come on, show us Harold Saxon."

Martha sighed and went to her phone, checking her messages, "Martha, where are you?" Tish's voice called, "I've got this new job. You won't believe it. It's weird, they just phoned me up out of the blue. I'm working for..."

"Oh, like it matters," Martha mumbled, shutting it off.

"I'm voting Saxon," Sharon Osborne's voice drifted over to her as she walked over to look at her laptop over Jack's shoulder, he was playing commercials on the Saxon website, "He can tick my box any day."

"Vote Saxon!" McFly cheered, "Go Harry!"

Ann Widdercombe nodded, "I think Mr Saxon is exactly what this country needs. He's a very fine man. And he's handsome too."

Jack stopped the commercials, "Former Minister of Defense. First came to prominence when he shot down the Racnoss on Christmas Eve," he looked at the Doctor and Professor, sitting on the edge of Martha's bed, "Nice work, by the way."

"Oh, thanks," the Doctor muttered.

"He goes back years," Martha looked at the computer, "He's famous. Everyone knows his story. Look. Cambridge University, Rugby blue, won the Athletics thing, wrote a novel, went into business, marriage, everything. He's got a whole life."

"Here," the Professor got up, "Let me try to hack the system."

Jack got up and let her sit, going to make tea in the kitchen while she worked.

"But he's got a TARDIS," Jack commented a little while later after the kettle had whistled, "Maybe the Master went back in time and has been living here for decades."

"No," the Doctor shook his head as he went to join the Professor, watching her work.

"Why not? Worked for me."

"When he was stealing the TARDIS, I fused the coordinates," the Professor replied, "I locked them permanently. He can only travel between the year 100 trillion and the last place the TARDIS landed."

"Which is right here, right now," the Doctor sighed.

"Yeah, but a little leeway?" Jack asked, walking back in.

"Well…18 months, tops. The most he could have been here is 18 months. So how has he managed all this? The Master was always sort of…hypnotic...but this is on a massive scale."

The Professor scoffed, "Hypnotic to everyone except Academics, we hated the pompous ass."

The Doctor laughed at that, "Well, you always were too smart to be fooled by him."

"I was gonna vote for him," Martha admitted as she sat on the footboard of her bed.

"Really?" the Doctor looked back at her with a frown.

"Well, it was before I even met you. And I liked him."

"Me too..." Jack realized.

"Why do you say that?" the Doctor asked, "What was his policy? What did he stand for?"

"I dunno," Martha sighed, her voice getting more distant and dreamy, "He always sounded…good..." the Doctor and Professor looked over as Martha started to tap the same rhythm as the homeless man, "Like you could trust him. Just nice. He spoke about…I can't really remember, but it was good. Just the sound of his voice..."

"What's that?" the Professor eyed her fingers.

"What?"

"That!" the Doctor pointed at her hands, "That tapping, that rhythm! What are you doing?"

"I dunno. It's nothing. It's j...I dunno!"

The Professor turned back to the computer just as her code finished processing, "Got it..." the Doctor turned around, reading the information as it zoomed by, "This website wasn't created more than 18 months ago. All the information uploaded then. It's fake. And look..." she pointed to a series of codes flying by, "I've even set it to track the records the information came from, all of  _those_  didn't exist till 18 months ago as well."

The information disappeared as the website reappeared, playing a tune as the words 'Saxon Broadcasts All Channels' flashed up.

"Our Lord and Master is speaking to his kingdom," the Doctor remarked, turning to the television in the corner of the room, turning it on.

The Master appeared, sitting in front of an ornate fireplace in the Cabinet Room, "Britain, Britain, Britain. What extraordinary times we've had. Just a few years ago, this world was so small. And then they came, out of the unknown, falling from the skies. You've seen it happen, Big Ben destroyed, a spaceship over London. All those ghosts and metal men. The Christmas star that came to kill. Time and time again the government told you nothing. Well not me. Not Harold Saxon. Because my purpose here today is to tell you this, citizens of Great Britain…I have been contacted. A message, for humanity, from beyond the stars," he nodded to someone and the footage cut to a black sphere.

"People of the Earth, we come in peace," a child-like girl's voice spoke from it, "We bring great gifts. We bring technology and wisdom and protection. And all we ask in return is your friendship."

"Oh, sweet," the Master was back, "And this species has identified itself. They're called the Toclafane."

"What?" the Doctor and Professor demanded. There was no such thing.

"And tomorrow morning they will appear. Not in secret, but to all of you. Diplomatic relations with a new species will begin. Tomorrow, we take our place in the Universe. Every man, woman and child. Every teacher and chemist and lorry driver and farmer. And every…oh, I don't know…medical student?"

The Professor whipped the TV around to see a bomb strapped to the back of it. She turned, ushering them out of the room, the Doctor grabbing the laptop as they ran out onto the street just as the windows of the flat exploded.

"Alright?" the Doctor looked around as they all pulled themselves up off the ground.

"Fine, yeah, fine," Jack said as the Professor nodded.

"Martha?" the Professor looked over to make sure she was alright to see Martha on her mobile.

"What are you doing?" the Doctor demanded.

"He knows about me," she replied, "What about my family?"

"Don't tell them anything!"

"I'll do what I like! Mum? Oh my God, you're there," she turned and walked off, talking to her mother. The Professor, Jack, and the Doctor gathered around her car, looking at the laptop again when...

"Dad!" Martha shrieked, "What's going on? Dad?" she ran to her car, "I gotta help them!"

"That's exactly what they want!" the Doctor argued, "It's a trap!"

"I don't care!" Martha shouted, her shaking hands barely managing to open the driver's door.

"Martha," the Professor stepped over and grabbed her wrist.

"Don't try to stop me!" Martha glared at her.

"I wasn't," the Professor said, lifting her hand and plucking the keys of it, "You're in no condition to drive."

Martha nodded, stepping to the side to get in the back as the Professor moved to take the driver's seat.

"Um...can I walk?" the Doctor asked hesitantly.

"In!" the Professor shouted.

He winced and ran around, hopping in the front seat while Jack took the back with Martha. The Doctor started fumbling with the seatbelt as the Professor started up the car, Martha and Jack eyeing him oddly.

The Doctor looked back, clipping in his belt, to see them sitting without theirs on, "Put them on!" he shouted, "Quickly! Before..."

He didn't get the chance to finish as the Professor gunned the car, backing out of the drive and spinning the car into the street, nearly sending Martha and Jack into the windows as they were thrown about by the sudden move.

"I told you!" the Doctor shouted as the Professor sped off down the road, Martha and Jack scrambling to secure themselves in.

The Professor drove as fast as the car could go, swerving in and out of the cars around her, rather recklessly Martha would have said, had the woman not looked as though she knew what she were doing.

"Corner!" the Doctor shouted.

"I see it," the Professor nodded, swerving tightly around it, the tires squealing, "Martha," the Professor called back, if her parents were already taken, it was only a matter of time before her siblings would be as well, "Call your family."

Martha nodded, grabbing her mobile again, "C'mon, Tish. Pick up..."

"Martha, I can't talk right now," Tish came on, "We just made first contact. Did you see...what are you doing?" there was a thump as the phone was dropped, "Get off! Linda, tell them!"

"What's happening?" Martha shouted, "Tish!" she glared at the Doctor, "It's your fault! It's all your..."

The Professor swerved around another corner, cutting Martha off, before she turned the wheel sharply, forcing the car to skid to a halt sideways.

Martha gasped, seeing her mother being hauled towards the back of a van by men with guns.

"Martha!" her mother shouted, spotting her, "Get out of here! Get out!"

The men took position, getting ready to fire on them.

The Professor quickly reversed as they aimed, moving the car into a 3-point turn, and sped off as they opened fire.

"Move it!" Jack shouted, he and Martha ducked down, bullets shattering the window behind them.

"The only place we can go…planet Earth," Martha remarked as they sped away, leaving her family, "Great."

"Careful!" the Doctor shouted as the Professor drove down a side road.

"We've gotta ditch this car," Jack told them, "We gotta pull over. Right now!"

"I know," the Professor sighed, leading the car down a steep hill, just beside an overpass. She slowed down, stopping and turning the car off, as they quickly got out to continue on, on foot.

"Martha, come on!" the Doctor called, but Martha was already on the phone with her brother, warning him.

"Let them go, Saxon!" Martha shouted a moment later. The Doctor spun around and ran over, "Do you hear me? Let them go!"

The Doctor quickly took the phone as the Professor put an arm around Martha, leading her over to Jack before running back to the Doctor, "We're here," he told the Master, holding the phone up, on speaker so she could hear as well.

"Doctor," he greeted, "Professor."

"Master."

"I like it when you use my name."

"You chose it," the Professor remarked with a scoff, "Psychiatrist's field day."

"As you chose yours," he countered, "The woman who teaches and the man who makes people better. How sanctimonious is that?"

"So…" the Doctor cut in, "Prime Minister."

"I know. It's good, isn't it?"

"What are those creatures?" the Professor asked, "You know there's no such thing as the Toclafane. It's just a made up name like the Bogeyman. I don't recognize any of that technology..."

The Master laughed, "And I bet that just eats you up inside. Not knowing something," she tensed, "Do you remember all those fairy tales about the Toclafane when we were kids? Back home. Where is it, Doctor?"

"Gone," he swallowed hard.

"How can Gallifrey be gone?"

"It burnt."

"And the Time Lords?

"Dead. And the Daleks…more or less. What happened to you?"

"The Time Lords only resurrected me because they knew I'd be the perfect warrior for a Time War. More capable than any of the Academics were," the Professor snorted, had he had the courage to face her during the war she knew she could have taken him easily, "I was there when the Dalek Emperor took control of the Cruciform. I saw it. I ran," she nodded, and there was the proof, he certainly wasn't more capable if he fled in fear, "I ran so far. Made myself human so they would never find me because…I was so scared."

"I know."

"All of them? But not you two, which must mean…"

"I was the only one who could end it. And I tried. I did. I tried everything."

"I managed to escape before that," the Professor added, "Tried to get allies to help us when it happened."

The Master laughed, "What did it feel like, though Doctor? Two almighty civilizations, burning. Oh, tell me, how did it feel?"

"Stop it!" he hissed.

"You must have been like God."

"I've been alone ever since, until I found the Professor again. And now you. Don't you see? All we've got is each other."

"Are you asking me out on a date? I don't think the Professor would like that very much. She always had such a disgusting crush on you at school."

"You could stop this right now," the Doctor tried again, "We could leave this planet. We could fight across the constellations if that's what you want. But not on Earth."

"Too late."

"Why do you say that?" the Professor frowned.

"The drumming. I thought it would stop but it never does. Never ever stops. Inside my head, the drumming. The constant drumming."

The Professor and Doctor exchanged a look, "We could help you," the Professor offered.

"Please," the Doctor added, "Let us help."

"It's everywhere," the Master continued, "Listen, listen, listen. Here come the drums. Here come the drums," they looked over to see a boy, leaning on a building, tapping the rhythm on his legs.

"What have you done?" the Professor breathed, horrified.

"Tell us how you've done this," the Doctor demanded.

"What are those creatures?"

"Tell us!"

"Oh, look," the Master sighed, "You're on TV."

"Stop it! Answer us!"

"No, really. You're on telly! You and your little band, which, by the way, is ticking every demographic box. So, congratulations on that. Look, there you are! Ha!"

They looked over into a TV shop window to see a picture of themselves from Lazarus Labs on all the screens, "…they are known to be armed and extremely dangerous," the reporter was saying.

"You're public enemies number one, two, three, and four. Oh, and you can tell handsome Jack that I've sent his little gang off on a wild goose chase to the Himalayas so he won't be getting any help from them," the picture switched to add Martha and Jack, "Now, go on, off you go. Why not start by turning to the right?"

They looked over to see a camera on them, "He can see us," the Doctor whispered, taking the sonic and flashing the camera, short circuiting it.

"Oh, you public menace. Better start running. Go on. Run!"

"He's got control of everything," the Professor called as Martha and Jack ran over.

"What do we do?" Martha asked.

"We've got nowhere to go," Jack added.

"Doctor, what do we do?"

"Run for your life, Doctor, Professor!" the Master called over the phone.

"We run," the Doctor agreed.

And they took off running.

~8~

Martha walked into a disused warehouse, carrying a bag of takeaway, as the Doctor and Professor sat around the laptop, Jack trying to tweak his Manipulator.

"How was it?" the Professor looked up.

"I don't think anyone saw me," she sighed, "Anything new?"

"I've got this tuned into the government wavelength so we can follow what Saxon's doing," Jack replied.

"Yeah, I meant about my family."

"It still says the Jones family taken in for questioning," the Doctor told her, "Tell you what, though, no mention of Leo."

"He's not as daft as he looks...I'm talking about my brother on the run. How did this happen?"

"Nice chips," Jack remarked as he sat down and took a container of food that Martha passed out.

"Actually, they're not bad," the Doctor popped one into his mouth.

Martha sat down and looked at Jack, nodding her head towards the Time Lords.

"So, who is he?" Jack asked them, "How come the ancient society of Time Lords created a psychopath?"

"And what is he to the two of you?" Martha added, "Like a colleague…"

"Rival," the Professor rubbed her head.

"A friend, at first," the Doctor added, taking the Professor's hand.

"I thought you were gonna say he was your secret brother or something," Martha joked.

"You've been watching too much TV."

"But all the legends of Gallifrey made it sound so perfect," Jack frowned.

"Well, perfect to look at, maybe."

"And it was," the Professor smiled a bit, "It was  _beautiful_. They used to call it the Shining World of the Seven Systems."

"And on the Continent of Wild Endeavour, in the Mountains of Solace and Solitude, there stood the Citadel of the Time Lords…"

"The oldest and most mighty race in the Universe, looking down on the galaxies below…"

"Sworn never to interfere, only to watch…"

"Children of Gallifrey are taken from their families at the age of eight to enter the Academy."

"And some say that's when it all began, when he was a child…that's when the Master saw eternity."

"As a novice he was taken for initiation to the Untempered Schism, a gap in the fabric of reality through which could be seen the whole of the Vortex."

"You stand there, eight years old, staring at the raw power of time and space, just a child. Some would be inspired, some would run away, and some would go mad..."

"What about you?" Martha eyed them, unphased by their shared explanation, though Jack was staring at them oddly. They had been flawless in their switching of narrative, seeming to complete the other's thoughts. It was almost alarming how easily they fit together.

"Oh, the ones that ran away," the Doctor laughed, "I never stopped."

"And he was supposed to take me with him," the Professor nudged him. He just put an arm around her in silent apology.

"But..." Martha began again, "Was he born 'the Master?' I mean, who names their child 'the Master?' What's his real name?"

"We can't say," the Professor sighed.

"Because we don't know," the Doctor added, seeing Martha open her mouth to ask why, "Only your family knows your name."

"When we reach our 125th year we're deemed mature and responsible enough to select our own names."

They entered the Academy at age 8 and by age 90 they were seen by their people to be like a 12 year old on Earth, a child, despite physically appearing to be a teenager. By their halfway mark, age 200, they were deemed an older teenager in Earth in terms of how their people saw them, and by their 400th year they'd be round about an adult, looking almost 21 Earth years old. After they reached 400 though, they ceased to age entirely, their regenerative abilities kicking in by adulthood, granting them near immortality. They could live forever barring any accidents.

The Doctor winced a bit at the thought of it, he'd run into a bit of trouble on his adventures after he'd separated from Mayra. He'd ended up getting hit with a funny sort of chemical that partially suspended his regenerative abilities, it allowed him to age to an old man where his body had simply given out and died. Thankfully though, his second incarnation hadn't been affected by the chemical which seemed to have been burned off and out of him by the regeneration energy.

He shook his head from the thought, "Usually it'll be a word in another language that describes you, like…Romanadvoratrelundar, means 'regal woman' in Ancient North Martian."

"Or a title from somewhere," the Professor added.

"Like 'the Professor' and 'the Doctor?'" Jack asked.

"Spot on," she laughed, thinking back to her name, not knowing the Doctor was doing the same.

~/~\~

_He walked up the stairs to the top floor of the Academy Library, having gotten a mental distress call from Kata to meet him there, only to stop short at the sight before him. There were three rather large tables full of bits of paper, covering every available inch of their surfaces, and there was Kata standing over the middle table, half leaning on it, her hands in her hair, looking an inch away from pulling it out._

_He hesitantly walked forward and glanced at the tables to see they were notes, filled with writings in different languages, scribbles of translations, markings of origins…he let out a low whistle, there must have been thousands on one table alone, and there were three!_

_"Everything alright?" he asked her._

_"I don't know what to do," she muttered, staring at the papers, "My Naming is coming up in two days and I have absolutely no idea what to pick!"_

_"Kata…"_

_"_ _I mean, look at all of it!" she stepped back from the table and gestured at the papers, "I've written down as many words I as I could think of, listed their planet of origin, written down all the possible translations they could have, and then cross referenced them!"_

_"Kata," he took a step closer._

_She just ran to the first table and grabbed at a few notes, "I researched them all for dual meanings between species!" she held one up, "Did you know 'schnoz,' can mean 'healthy excretion' in Raxacoricofallapatorian but 'big nose' in Earth English?" she shook her head frantically, getting more upset, "The Naming, the names we choose will be with us forever, it's how others will address us and recognize us. And I…I..." she started to cry, "I don't want to be called 'big nose' for the rest of my life!"_

_"Well…do you want to be called, what was it, 'healthy excretion' either?" he asked._

_"No!" she shouted, tears in her eyes, nearly reaching the end of her rope with the whole thing._

_"Then why would you inclu…"_

_"I don't know!"_

_"Kata, calm down," he walked over to her, pulling her into a hug, "It'll be fine. I'm sure you'll figure out something amazing to call yourself."_

_She sniffled, "We can't all be like you Theta and have a name that associates with us perfectly decades before the Naming."_

_He thought back to how his title, the Doctor, really had been perfect for him. And, now that he thought about it, Kata had really been the one to suggest it, even if it was more than 100 years before his Naming...which made him think, if she could suggest his name…why not help her with a suggestion of his own._

_He pulled away slightly, "Kata are you serious?" he asked her, smiling at her as he wiped her tears away with his thumbs, "You really can't see what your perfect name is?"_

_"If I could, I would had gotten sleep in the last five days."_

_He laughed and shook his head, turning her to look back at the tables with the papers on them, "Look at them."_

_"I have Theta, that's the problem," she sighed, "None of them are right."_

_He shook his head, "No, I mean look at what you've done here Kata," he stepped around her to look at her, standing before the tables to face her, "You've researched all these names, studied all these words, organized them, indexed them, connected them between species, AND given me a language lesson all at the same time. Can't you see?" he grinned, "You're a teacher, a...professor."_

_She blinked, "A professor?" and thought on it, "The Professor…" she tested._

_A moment later a wide grin spread across her face as she leapt at him, hugging him, "Oh you should have been the Genius, Theta!"_

_"Yeah, well," he laughed, hugging her tightly, longer than he really should have for just a friend, but…he'd learned to savor all interactions with the girl in his arms, knowing that nothing could truly happen between them while still in school and treasuring however long he could extend their hugs and contact for._

_Too soon than he was willing to admit, she pulled away, "I suppose I should clean this mess up and get some sleep eh?"_

_His grin just widened, "Oh who needs sleep? We ought to celebrate you picking a name. And I know just the way to start!"_

_She watched as he ran to the tables, gathering all the bits of paper together into one large pile in the center desk before scooping them up in his arms…_

_And throwing them over the balcony of the small study area she'd hidden away in, letting them all float down the several levels of the library to the first floor like snow._

_He turned and grabbed her hand, pulling her back to the door to the stairs as the Librarian's screech of anger reached them, neither paying her much mind as they laughingly ran back down the stairs._

~/~\~

"But…what are you called in the Academy then?" Martha asked, "If only your family knows your name and you don't get to pick one for...117 years."

"Your clan name," the Professor began, "Um, family name…surname," she decided on, "Is commonly known and what the teachers call you by. They'll just call you Prime or some other variant of numbering if you've got a sibling there too."

Jack's Manipulator beeped, cutting off any more explanation, "Encrypted channel with files attached. Don't recognize it."

"Patch it through to the laptop," the Doctor nodded at it.

"Um, since we're telling stories, um, there's something I haven't told you..."

The Torchwood Logo popped up.

"You work for Torchwood!" the Doctor eyed him.

"I swear to you, it's different. It's changed. There's only half a dozen of us now..."

"Everything Torchwood did and you're part of it?"

"The old regime was destroyed at Canary Wharf. I rebuilt it, I changed it. And when I did that, I did it for you, in your honor."

The Doctor glared at him but the Professor just opened the file to reveal an older blond woman.

"If I haven't returned to my desk by 2200 hours, this file will be emailed to Torchwood," the woman began, "Which means, if you're watching this, then I'm…anyway, the Saxon files are attached. But take a look at the Archangel document. That's when it all started. When Harry Saxon became Minister in charge of launching the Archangel Network."

The screen changed to a graphic of the Earth with 15 satellites around it.

"What's the Archangel Network?" the Doctor asked.

"I've got Archangel," Martha pulled out her phone, "Everyone's got it."

"It's the mobile phone network," Jack explained, "'Cos, look, it's gone worldwide. They've got 15 satellites in orbit. Even the other networks, they're all carried by Archangel."

"It's in the phones!" the Professor realized, grabbing Martha's phone and the Doctor's sonic.

"Oh, I said he was a hypnotist!" the Doctor breathed, realizing what she was implying.

The Professor tapped the phone against the table and it began to beep in the four beat rhythm, "There it is. That rhythm, it's everywhere."

"Ticking away in the subconscious."

"What is it, mind control?" Martha frowned.

"No, no, no, no. Subtler than that."

"Any stronger and people would question it," the Professor nodded.

"But contained in that rhythm, in layers of code…Vote Saxon. Believe in me. Whispering to the world. Oh, yes!"

"That's how he hid himself from us. We should have sensed there was another Time Lord on Earth. The signal cancelled him out!"

"Any way you can stop it?" Jack asked.

"Not from down here," she shook her head.

"But now we know how he's doing it..." the Doctor trailed.

"And we can fight back!" Martha exclaimed.

"Oh, yes!" he grinned, taking apart the laptop as the Professor pulled apart the phone. They took Martha and Jack's TARDIS keys, using the sonic to weld the circuitry to the keys before the Professor tied them to strings.

"Four TARDIS keys," she pushed them forward, "Four pieces of the TARDIS with low-level perception properties because the TARDIS is designed to  _blend_  in," she gave the Doctor a pointed look.

"Well, sort of, but…" he shook his head, "Now! The Archangel Network's got a second low-level signal. Weld the key to the network and…Martha," he stepped back, "Look at me. You can see me, yes?"

"Yep!" she nodded.

"What about now?" he slipped the key over his neck and Martha immediately looked to the side. She blinked and tried again, "No, I'm here. Look at me," but it happened again.

"It's like…I know you're there but I don't  _want_  to know."

"And back again," he pulled the key off, "See?"

"It just shifts your perception a tiny little bit," the Professor explained, "Doesn't make us invisible, just...unnoticed."

"Oh, I know what it's like. It's like...it's like when you fancy someone and they don't even know you exist. That's what it's like."

"It's even worse when they do notice but do nothing about it," the Professor gave him another pointed look.

He turned to her, "And I will happily spend the rest of my lives making up for that," he grinned, giving her a quick peck before taking her hand, "Come on!" and pulled her out of the room.

Jack looked at Martha, "Are they always..."

"Yep," she nodded as they turned to follow them out onto the streets.

"Don't run," the Professor warned, handing them the keys, "Don't shout. Just keep your voice down. Draw attention to yourself and the spell is broken."

"Just keep to the shadows," the Doctor agreed.

"Like ghosts," Jack commented.

"Yeah, that's what we are. Ghosts."

~8~

They stood at the edge of the tarmac of a small base, watching as the Master and his wife arrived with an escort to greet the President of the United States, "Mr. President, sir!" the Master mockingly saluted.

"Mr. Saxon," the President glared, "The British Army will stand down. From now on, UNIT has control of this operation."

"You make it sound like an invasion."

"First contact policy was decided by the Security Council in 1968. And you've just gone and ignored it."

"Well, you know what it's like. New job, all that paperwork. I think it's down the back of the settee. I did have a quick look. I found a pen, a sweet, a bus ticket and uh…have you met the wife?"

"Mr. Saxon, I'm not sure what your game is but there are provisions at the United Nations to have you removed from office unless you are very, very careful. Is that understood?" the Master mimed zipping his lips, "Are you taking this seriously?" he nodded, "To business. We've accessed your files on these…Toclafane _._  First contact cannot take place on any sovereign soil. For that purpose, the aircraft carrier  _Valiant_  is en route. The rendezvous will take place there at 8:00 am," the Master made to speak with zipped lips, "You're trying my patience, sir."

He unzipped his lips, "So America is completely in charge?"

"Since Britain elected an ass, yes. I'll see you onboard the  _Valiant_."

And with that, he turned to leave.

' _I rather like him,_ ' the Professor commented lightly to the Doctor who couldn't help but give a small smile at that.

"It still will be televised, though, won't it? Because I promised, and the whole world is watching."

"Since it's too late to pull out, the world will be watching. Me," the President nodded and walked over to a waiting car.

"The last President of America," the Master spoke to his wife, "We have a private plane ready and waiting. We should reach the  _Valiant_  within the hour," he motioned for his wife to go first into the car, "My darling," he turned to watch the President drive away and glanced at the area where the four were standing when a siren made him turn. A police van pulled up and the Jones family was pulled out, sans Leo, "Hi, guys!" he laughed, "All will be revealed!"

"Oh my God," Martha breathed.

"Don't move," the Professor warned her.

"But…"

"Don't," the Doctor agreed.

They stood there watching as the family was transferred into another car.

"I'm gonna kill him."

"Say I use this perception filter to walk up behind him and break his neck?" Jack wondered.

"Now that sounds like Torchwood," the Doctor remarked.

"Still a good plan."

"He's a Time Lord, which makes him our responsibility," the Professor countered.

"We're not here to kill him," the Doctor agreed, "We're here to save him."

Jack nodded reluctantly and started tapping the coordinates into his Manipulator, "Aircraft carrier  _Valiant._  It's a UNIT ship at 28.2N and 10.02E."

"How do we get onboard?" Martha asked.

"Does that thing work as a teleport?" the Doctor looked at Jack.

"Since the Professor revamped it, yeah," he held out his wrist, "Coordinates set."

They all reached out and touched the Manipulator as he activated it, appearing in one of the  _Valiant_ 's engine rooms. Martha and Jack groaned at the sudden move while the Doctor and Professor remained standing.

"Oh, that thing is rough," Martha groaned.

"I've has worse nights," Jack cracked his neck, "Welcome to the  _Valiant_."

"It's dawn!" Martha gasped as she walked to a porthole and looked out, "Hold on, I thought this was a ship. Where's the sea?"

"A ship for the 21st century. Protecting the skies of planet Earth."

They all looked out to see the  _Valiant_  was a massive aircraft carrier in the sky with three landing strips.

~8~

They were running down the corridors when the Professor and the Doctor stopped suddenly.

"We've no time for sightseeing!" Jack hissed.

"No, no," the Doctor shook his head, "Wait. Shh, shh, shh. Can't you hear it?"

"Hear what?"

"Doctor, my family's on board," Martha strode past him.

"This way!" the Professor turned, following the sound as they ran down more corridors, and into a room where the TARDIS was stationed between some crates.

"Oh, at last!" the Doctor grinned, running to it.

"Oh, yes!" Martha laughed.

"What's it doing on the  _Valiant_?" Jack wondered.

The Professor walked over and touched the door, a frown coming to her face, "Oh no..." she threw the doors open and they stepped in to see the room bathed in red, the console torn apart.

"What the hell's he done?"

"Don't touch it," the Professor warned.

"I'm not going to."

"What's he done though?" Martha frowned, "Sounds like it's…sick."

"It can't be," the Doctor shook his head, "No, no, no, no, no, no…it can't be!"

"Doctor, what is it?"

"He's cannibalized the TARDIS," the Professor replied, looking at the console sadly.

"Is that what I think it is?" Jack's eyes widened.

"It's a Paradox Machine," the Doctor confirmed.

"As soon as this hits red," the Professor pointed to a gauge, "It activates. At this speed, it'll trigger..." she looked at Jack's watch, "At two minutes past 8:00."

"First contact is at 8:00 and then two minutes later…" Jack trailed.

"What's it for?" Martha asked, "What's a Paradox Machine do?"

"More importantly, can you stop it?"

"Not until we know what it's doing," the Professor sighed, "Touch the wrong bit and blow up the solar system."

"Then we've got to get to the Master," Martha replied.

"Yeah," Jack agreed, "How do we stop him?"

"Oh, we've got a way," the Doctor looked up at them, "Sorry, didn't we tell you?"

~8~

They entered the conference room/bridge of the ship just as the President stood up to speak, "My fellow Americans, patriots, people of the world…I stand before you today as ambassador for humanity, a role I will undertake with utmost solemnity. Perhaps our Toclafane cousins can offer us much, but what is important is not that we gain material benefits, but that we learn to see ourselves anew. For as long as man has looked to the stars, he has wondered what mysteries they hold. Now we know we are not alone…"

"This plan, you gonna tell us?" Jack whispered.

"If I can get this," he gestured to his key, "Around the Master's neck…cancel out his perception, they'll see him for real."

"It'll be hard to go unnoticed with everyone on red alert," the Professor added, eying the room.

The Doctor nodded, "If they stop me…you've all got a key."

"Yes, sir," Jack nodded.

"I'll get him," Martha promised.

"Me too," the Professor added.

"And I ask you now," the President continued, "I ask of the human race, to join with me in welcoming our friends. I give you the Toclafane," the spheres appeared around him, "My name is Arthur Coleman Winters, President-Elect of the United States of America and designated representative of the United Nations. I welcome you to the planet Earth and its associated moon."

"You're not the Master," a child-like male voice spoke.

"We like the Mr. Master," a female sphere replied.

"We don't like you," a second male sneered.

"I…can be Master, if you so wish," Winters fumbled, "I will accept mastery over you if that is God's will."

"Man is stupid," the second male replied.

"Master is our friend," the first male agreed.

"Where's my Master, pretty please?" the female asked.

"Oh, alright then," the Master called, "It's me!" he stood up, "Ta da!" he laughed, "Sorry. Sorry, I have this effect. People just get obsessed. Is it the smile? Is it the aftershave? Is it the capacity to laugh at myself? I don't know. It's crazy!"

"Saxon, what are you talkin' about?" Winters demanded.

"I'm taking control, Uncle Sam. Starting with you," he looked at the Toclafane, "Kill him."

One of the Toclafane shot Winters with a laser, disintegrating him. Chaos erupted as everyone tried to leave the room until the Master's guards pulled out their weapons.

"Guards!" he called.

"Nobody move!" they shouted, "Nobody move!"

"Now then, peoples of the Earth, please attend carefully," the Master looked into the camera.

The Doctor rushed forward.

"Stop him!" a guard shouted.

Two guards grabbed the Doctor and forced him to kneel on the floor.

"And the girl!" the Master pointed at the Professor.

Two guards grabbed her arms, holding them back as a third handcuffed her while another came over and put a gag around her mouth, binding her legs together as well with rope.

The Master smiled as she was basically tied up and forced to a kneel beside the Doctor.

"Was that necessary?" the Doctor glared at the Master.

"Precaution," he shrugged, "She always was more dangerous than you," he laughed, "We meet at last, Doctor, Professor. Oh, ho! I love saying that!"

"Stop this! Stop it now!"

"As if a perception filter's gonna work on me. Oh, and look, it's the girlie and the freak. Although, I'm not sure which one's which," Jack rushed forward but the Master fired a laser at him, killing him, "Laser screwdriver, who'd have sonic? And the good thing is, he's not dead for long. I get to kill him again!"

Martha ran to Jack side as the Professor twisted in her restraints.

"Master, just calm down. Just look at what you're doing. Just stop. If you could see yourself…"

The Master sighed and looked at the camera, "Oh, do excuse me, little bit of personal business. Back in a minute," he turned to the guards, "Let him go."

They pushed him forward to the floor, "It's that sound, the sound in your head. What if I could help?"

"Oh, how to shut him up? I know. Memory Lane!" he sat down on the steps before him, "Professor Lazarus. Remember him? And his genetic manipulation device? Did you think that little Tish got that job merely by coincidence? I've been laying traps for you all this time. And if I can concentrate all that Lazarus technology into one little screwdriver…but, oh, if I only had the Doctor's biological code. Oh, wait a minute, I do!" he ran over to a silver case and opened it to reveal the hand, "I've got his hand! And if Lazarus made himself younger, what if I reverse it? Another hundred years?"

He aimed the laser at the Doctor who screamed and convulsed as his genetic makeup was aged, the Professor struggling to try and get to him but another guard stepped up beside the two already holding her to help restrain her.

"Teleport," Jack handed Martha the Manipulator as he revived.

"I can't," she shook her head.

"We can't stop him. Get out of here. Get out."

Martha shook her head and crawled over to the Doctor's side, now a very old man, "Doctor, I've got you."

"Aw, she's a would-be doctor," the Master grinned, "But tonight, Martha Jones, we've flown 'em in all the way from prison..." he gestured to the door and the guards led in her family.

"Mum!"

"I'm sorry," her mother wept.

"The Toclafane, who are they?" the Doctor breathed heavily, "Who are they?"

"Doctor, if I told you the truth, your hearts would break," the Master frowned.

"Is it time?" the boy sphere asked.

"Is it ready?" the other boy wondered.

"Is the machine singing?" the girl hoped.

The Master checked his watch, "Two minutes past," he ran up the stairs and stood beside his wife, "So! Earthlings. Basically, um, end of the world," he held up his screwdriver, "Here…come…the drums!"

And to everyone's horror, 'Voodoo Child' started to play over the speakers as the Paradox Machine was activated. The Master ran to the window, looking out, as an angry red rift opened in the sky and thousands of Toclafane poured out.

"How many do you think?" the Master asked his wife as they stood, watching.

"I don't know," she breathed.

The Professor looked at the Doctor, the two of them sharing a look before he nodded and turned to Martha, whispering in her ear.

"Six billion," he switched on a speaker, "Down you go, kids!" he turned to his wife, "Shall we decimate them? That sounds good. Nice word, decimate," he turned to a Toclafane, "Remove one-tenth of the population!"

Messages instantly started to wave to them on the radio, cries for help as the Toclafane massacred the humans below.

" _Valiant,_  this is Geneva! We're getting slaughtered down here!

Martha stood up.

"Help us, for God's sake! Help us! They're everywhere!"

"This is London,  _Valiant_! This is London calling! What do we do?"

She looked tearfully at her family.

"They're killing us! The Toclafane are killing us!"

And with one last look at the Doctor and Professor, she activated the Manipulator, disappearing.

The Master strode over and grabbed the Doctor, not even caring about the human who'd escaped as he hefted the Doctor up and forced him to watch the fall of Earth from the window, two guards doing the same to the Professor, "And so it came to pass…that the human race fell and the Earth was no more. And I looked down upon my new dominion as Master of all and I thought it…good."

To be continued…

* * *

**Notes for the Chapter:**

> Ooh the Master...all I can say about his plans for the Professor are that he HATES her and, let's just say, he's been waiting a LONG time to have the power to express just how much he does. He knows exactly how to hurt her both physically and emotionally, who to hurt her through. ...the pompous ass lol.
> 
> There was a long, long description of timelines related to Susan and her father, the Doctor's son, in my story on FF in this chapter. I'm not going to include it here, but if you're interested in more background info about the wibbly wobbly timelines it's on FF.net ;)


	14. Last of the Time Lords

A year had passed.

A whole year under the rule of the Master and planet Earth was feeling the strain. All her resources, her minerals, her land, had been ravaged to make weapons for his insane war against the rest of the Universe. The humans, now little more than slaves under the watchful eye of the Toclafane. Martha Jones was still missing, having escaped just at the start of his reign, rumors, though, said she was travelling the world, looking for something, a weapon with which to stop the Master at last.

It was these rumors, these reports that filtered over to the Master of Martha's sightings, that kept those imprisoned on the  _Valiant_  hopeful.

"Citizens rejoice!" the Master's voice came over the loudspeaker, "Your Lord and Master stands on high, playing Track 3."

The doors to the conference room/bridge opened and the Master spun around while 'I Can't Decide' played. He started singing along as he strutted in, sliding to Lucy, wearing a red gown. He gave her a long, deep kiss before sitting on one of the chairs at the table, taking a sip of tea from Mrs. Jones and spitting it out, smashing the cup on the table, leaving her to clean the mess.

He ran onto the bridge and starting ringing a hand bell. The Doctor crawled out of a tent with straw on the floor as the Master ran down and shoved him into a wheelchairm only so he could push the Doctor around the room and stop by the window to look out at the butchered Earth below.

"It's ready to rise, Doctor," he grinned, "The new Time Lord Empire," a few Toclafane flew by, "It's good, isn't it? Isn't it good? Anything? No? Anything?" he waved his hand in front of the Doctor's face, "Oh, but they broke your hearts, didn't they? Those Toclafane, ever since you worked out what they really are."

"You're losing your touch," a raspy voice called from the other side of the room. He stood up and looked back to see the Professor, sitting back against the wall, next to the door, a collar around her neck with a heavy chain attached to the back of it set into the wall, heavy manacles around her ankles and wrists, a harness around her, tethering her to the wall. She was dirty and bruised, her lip spilt and an eye blackened, pale and thin, "You're getting worse at hiding things if we managed to figure it out. The madder you are, it seems, the less clever," she scoffed, "Oh, sorry, you were never all that clever to begin with."

He glared and fired a laser at her but she ducked to the side as much as she could, the laser singeing her hair instead of burning her.

"They say Martha Jones…has come back home," he eyed her, "Now why would she do that?"

"Leave her alone," the Doctor hissed, for both the Professor and Martha.

"But you said something to her, didn't you?" the Master replied, looking between them, "You hatched some sort of plan on the day I took control. What did you tell her?"

"I have one thing to say to you. You know what it is."

"Oh, no you don't!" he shoved the chair away and walked over to the center of the room.

" _V_ _aliant_  now entering Zone One airspace," came over the loudspeaker, "Citizens rejoice."

He clapped his hands, "Come on, people! What are we doing? Launch Day in 24 hours!"

He turned to sneer at the Professor as she glared up at him, "Oh cheer up," he grinned, before kicking her hard in the chest. He laughed as she hunched over in pain, breathing raggedly through her now cracked ribs.

It was absolutely superb to have that much power over her, to have her so restrained. All she ever did was beat him at everything. Even when he'd been that disgusting human, Yana, she still managed to get HIS rocket to work, figure out his other equipment. It was the same in the Academy, all she did was steal his glory, explaining his elaborate plans to others, figuring things out before him, doing better than him...she was better at everything! She was smarter, faster, more cunning, more observant, more creative, a faster reader, hell she was even taller than him! He could never lay a hand on her though, because the Doctor went out of his way to protect the miserable little witch. And it wasn't fair, the Doctor was HIS friend first! They had practically been raised together, entering the Academy at the same time with a pact to always remain friends...but that didn't matter at all once the Doctor had met the Professor...oh, but he would enjoy torturing her as much as he could whether through the laser, his guards, or through her beloved Doctor, she never could bear to see him suffering for her...

The Doctor looked over at her, watching her as the Master left. She nodded briefly to him, she was ok, before Mrs. Jones ran over to her, dabbing the blood away from her mouth as she coughed up more.

"Three," she whispered to the woman.

Mrs. Jones gave no outward sign that she heard her, though the Professor knew she had. They just had to hope she could pass the message on to her husband, Tish, and Jack.

~8~

The Doctor and Professor watched as the clock on the bridge read 14:58, Mrs. Jones and Tish glancing at it as well, when the Master walked into the room.

"Time for my massage," he breathed, "Who shall I have today? Tanya. Come on, sweetheart. Lucy, have you met Tanya? She's gorgeous," he pulled off his jacket and tossed it on the table before Mrs. Jones, sitting down, "Tanya, when we get to the stars, I'm gonna take you to Katria Nova. Whirlpools of gold," he glanced at Lucy, "You two should get to know each other. That might be fun," Tanya began to massage his shoulders when the alarms started blaring.

"Condition red!"

"What the hell?" he jumped to his feet and ran up the stairs to the bridge.

"Repeat: Condition red."

Mrs. Jones grabbed his jacket and tossed it to Tish who handed it to the Doctor. He fished in the pocket and pulled out the laser screwdriver, aiming it at the Master.

"Oh, I see," he held up his hands.

"I told you," the Doctor said, "I have one thing to say," he flicked the button…

But it didn't work.

The Master laughed, "Isomorphic controls," he leaned over and plucked it out of the Doctor's hands before backhanding him, sending him to the floor, "Which means they only work for me. Like this," he grinned and shifted a setting, firing at the Professor, striking her in the arm, burning her, "Say sorry!" he knew she was the orchestrator of this plot, but he'd been careful to never let her touch the screwdriver or see it for very long, knowing her abilities. She hadn't known it was isomorphic, his own little failsafe should something like this happen.

"Never," she ground out.

He struck her again, in the knee, "Say it!"

She just spat at him.

"Didn't you learn anything from the blessed Saint Martha _?_ " he demanded as Lucy ran over to help him back into his jacket. He turned to the Joneses, "Siding with the Doctor and the Professor is a very dangerous thing to do. Take them away."

"Move!" a guard ushered the women out of the room, "Come on."

"Okay," the Master grinned and spun around, "Gotcha," he grabbed the Doctor and lifted him into a chair at the end of the table, "There you go, Gramps," he pushed the seat away a bit and sat on the edge of the table, keeping both him and the Professor in sight, "Oh, do you know, I remember the days when the Professor, oh, that famous woman, was waging a time war. When the Doctor, battled Sea Devils and Axons, sealing the rift at the Medusa Cascade single-handed with the Professor's device. Oh…that was a fun day watching her chew you out about it," the Doctor glared at him, his fists clenching as he saw the Professor trying to move her leg and wincing out of the corner of his eye, "And look at them now. Stealing screwdrivers. How did they ever come to this? Oh yeah. Me!" he laughed.

"I just need you to listen," the Doctor tried again.

"No, it's my turn. Revenge! Best served hot. And this time…it's a message for Miss Jones."

~8~

The Master stood before a camera in the conference room, the Doctor held between two guards behind him while the Professor was visible, still chained against the back wall, though gagged now, with two guards on either side of her.

"My people," he greeted to anyone watching, and he had a suspicion who would be, "Salutations on this, the eve of war _._ Lovely woman. But I know there's all sorts of whispers down there. Stories of a child, walking the Earth, giving you hope," he walked over to the Doctor, "But I ask you…how much hope has this man got? Say hello, Gandalf. Except he's not  _that_  old but he's an alien with a much greater lifespan than you stunted, little apes. What if it showed? What if I suspend your capacity to regenerate? All 900 years of your life, Doctor. What if we could see them?" he stepped back, aiming the screwdriver, using it again, "Older and older and older!" the Professor struggled vainly against the chains as she tried to get to him, to make it stop, watching in horror as the Doctor writhed in agony, "Down you go, Doctor," he fell to the floor, "Down, down, down you go," he stopped, staring at the pile of clothes on the floor, "Doctor," he bent down and a large, domed head peered out from the neck of the shirt with large blinking eyes.

The Master grinned and walked back to the camera, "Received and understood, Miss Jones?"

He nodded and the connection was severed as he turned to smirk at the Professor. He glanced to the guards that stood near her, what he'd just done to the Doctor would hurt her more than any sort of physical torture...but then again, he was never one to do things by halves.

"Have some fun boys!" he shouted before grabbing the Doctor by the back of his neck and holding him up, forcing him to watch, helpless, as the guards closed in on her...

~8~

The Doctor stood, perched in a large birdcage, his eyes trained on the wall where the Professor slept fitfully, an aftereffect of whenever the Master allowed the guards to beat her. She was bruised and bloodied and in pain and he couldn't do a thing to help her, to protect her. He looked down sadly, he'd failed her…

The doors opened and the Master led a somewhat timid Lucy in, "Tomorrow, they launch," he stated, "We're opening up a rift in the Braccatolian space. They won't see us coming. Kinda scary."

"Then stop," he wheezed.

"Once the empire is established and there's a new Gallifrey in the heavens, maybe then…it stops," he walked to the cage and looked at the Doctor through the bars, "The drumming. The never-ending drumbeat. Ever since I was a child. I looked into the Vortex. That's when it chose me. The drumming, the call to war. Can't you hear it? Listen, it's there now. Right now. Tell me you can hear it, Doctor. Tell me."

"It's only you."

"Good," he turned as the door opened and a sphere entered.

"Tomorrow, the war," the female Toclafane stated, "Tomorrow we rise. Never to fall."

"You see?" he gestured to the sphere, "I'm doing it for them! You should be grateful! After all, you love them. So very, very much," he moved to sit at the table, his back to the still unconscious Professor, smirking at the fact that she was still out. The guards must have been more agressive this time to have worn her out to the point that she didn't wake upon his entrance, "I took Lucy to Utopia. A Time Lord and his human companion. I took her to see the stars. Isn't that right, sweetheart?"

"Trillions of years into the future," she replied, "To the end of the Universe."

"Tell him what you saw."

"Dying. Everything dying. The whole of creation was falling apart. And I thought…there's no point. No point to anything. Not ever."

"And it's all your fault. You should have seen it, Doctor. Furnaces, burning. The last of humanity screaming at the dark. All that human invention that had sustained them across the eons. It all turned inwards. They cannibalized themselves."

"We made ourselves so pretty," the sphere agreed.

"Regressing into children. But it didn't work. The Universe was collapsing around them. My masterpiece, Doctor. A living TARDIS, strong enough to hold the paradox in place, allowing the past and the future to collide in infinite majesty."

"But you're changing history," he argued, "Not just Earth, the entire Universe."

"I'm a Time Lord. I have that right."

"But even then, why come all this way just to destroy?"

"We've come backwards in time to build a brand new empire lasting 100 trillion years," the sphere cried.

"With me as their Master. Time Lord and humans combined. Haven't you always dreamt of that, Doctor?" he got up and walked back to him, "Human race. Greatest monsters of them all. Night-night," he smirked before walking out, his arm around Lucy as the sphere followed.

The Doctor just gripped the bars of the cage and gazed sadly upon the Professor as she let out a soft cry of pain in her sleep.

~8~

The Doctor was lying on the bottom of the cage that night, his eyes open, watching the Professor as she slept on. Suddenly the door slid open and the Master turned on the light, striding in, in a dark silk robe, this time waking the Professor in the process, "Guess what?" he smiled.

~8~

"Citizens of Earth, rejoice and observe!" the Master's voice came over the loudspeaker.

The doors to the conference room opened and two guards escorted Martha inside. She walked forward, alone, to one side was her family, on the other, Jack. As she got closer to the stairs she saw the Professor chained to the wall and gave her a brief nod. Right at the base of the stairs where the Master was standing was the Doctor in his cage, she smiled softly at him.

"Your teleport device," the Master stated, "In case you thought I'd forgotten," Martha pulled it out from her pocket and tossed it to him, "And now…kneel," she did, "Down below, the fleet is ready to launch. Two hundred thousand ships set to burn across the Universe," he walked to the comm., "Are we ready?"

"The fleet awaits your signal," a man replied, "Rejoice!"

"Three minutes to align the black hole converters. Counting down!" he flicked a switch and a clock on the wall started to count down the seconds, he turned to Martha with a grin, "I never could resist a ticking clock. My children, are you ready?"

"We will fly and blaze and slice!" came the reply of thousands of Toclafane, "We will fly and blaze and slice!"

"At zero, to mark this day, the child, Martha Jones, will die. Ha, my first blood. Ha, any last words? No?" he looked at the Doctor and Professor, before turning to Martha, "Such a disappointment, this one. Days of old, Doctor, you had Companions who could absorb the Time Vortex. This one's useless!" he glared at her, "Bow your head. And so it falls to me, the Master of all, to establish from this day, a new order of Time Lords! From this day forward…"

Martha started to laugh.

"What? What's so funny?"

"A gun?" she raised an eyebrow.

"What about it?"

"A gun in four parts?"

"Yes, and I destroyed it."

"A gun in four parts scattered across the world? I mean, come on. Did you  _really_  believe that?"

"What do you mean?"

"As if we would ask her to kill," the Professor smirked.

"Oh, well, it doesn't matter. I've got her exactly where I want her."

"But I knew what professor Docherty would do," Martha argued, recalling the woman who had given her up, "The Resistance knew about her son. I told her about the gun, so she'd get me here. At the right time."

"Oh, but you're still gonna die!"

"Don't you wanna know what I was doing? Travelling the world?"

"Tell me."

"I told a story, that's all. No weapons, just words. I did just what the Doctor said, what the Professor planned. I went across the continents all on my own. And everywhere I went, I found the people, and I told them my story. I told them about the Doctor. And I told them to pass it on, to spread the word so that everyone would know about the Doctor."

"Faith and hope? Is that all?"

"No, 'cos I gave them an instruction. Just as the Doctor said," she stood up, recalling his words to use the countdown, "I told them that if everyone thinks of one word, at one specific time…"

"Nothing will happen! Is that your weapon? Prayer?"

"Right across the world. One word, just one thought, at one moment…but with 15 satellites!"

"What?"

"The Archangel Network," Jack grinned.

"A telepathic field binding the whole human race together," Martha nodded, "With all of them, every single person on Earth, thinking the same thing at the same time. And that word…is Doctor."

The countdown hit zero and a glowing field of white appeared around the Doctor.

"Stop it!" the Master shouted, staring at him in horror, "No, no, no, no, you don't!"

"Doctor," Jack closed his eyes.

"Doctor," as did Mrs. Jones.

"Don…" the Master warned but a large plasma screen showed crowds of people all across the world, gathering, chanting 'Doctor,' "Stop this right now! Stop it!"

"Doctor," even Lucy closed her eyes.

"Doctor," Martha did the same.

The Professor smiled and let her eyes drift closed, "Doctor."

The Doctor broke out of his cage, now regressed to an old man, "I've had a whole year to tune myself into the psychic network and integrate with its matrices."

"I order you to stop!" the Master shouted.

But everyone started chanting louder, all around the world.

The Doctor smiled as he returned to his normal self, "The one thing you can't do, stop them thinking," he levitated, using the telepathic field, as the Master looked on, shocked, "Tell me the human race is degenerate now when they can do this," he held out his hand to the Professor and her bindings came undone. Martha ran over to her along with her mother, helping to get them off her.

"No!" the Master fired at him but the Doctor deflected it.

"I'm sorry. I'm so sorry."

"Then I'll kill them!" he turned the laser on Martha and the Professor but the Doctor threw it across the room telekinetically, "You can't do this! You can't do…it's not fair!"

"And you know what happens now."

"No!" he backed up as the Doctor floated closer to him, "No!" he groveled, "No! No!"

"You wouldn't listen…"

"No!"

"…because you know what I'm going to say."

"No!" he curled into a fetal position as the Doctor landed and walked over to him, wrapping his arms around him.

"I forgive you."

"My children!" he suddenly shouted, "Protect the machine!"

"Protect the paradox!" the Toclafane called over the comm., "Protect the paradox! Protect the paradox!"

"Jack the Paradox Machine!" the Professor called, Martha and Mrs. Jones working on getting the harness off her.

"You men with me!" Jack turned, running out with a few guards, "You stay here!"

The Master pulled out the Manipulator.

"No!" the Doctor grabbed onto it moments before it was activated and they disappeared, reappearing on a rocky cliff.

"Now it ends, Doctor!" the Master held out his arms, " _Now_  it ends."

And then the alarms went off.

~8~

Martha helped the Professor stand, shaky though she was, leaning heavily on one leg, "We've all 6 billion spheres heading straight for us," she told the woman, "What do we do?"

"The computer," she said.

Martha nodded and wrapped an arm around the girl's waist, helping her hobble over and up the stairs. She held the woman steady as she began to type a code into the computer…

~8~

"We've got control of the  _Valiant_ ," the Doctor told him, "You can't launch."

"Oh, but I've got this," the Master grinned, holding up a small device, "Black hole converter inside every ship. If I can't have this world, Doctor, then neither can you. We shall stand upon this Earth, together, as it burns!"

And then…

The lasers of the  _Valiant_  fired at the approaching Toclafane, decimating them.

~8~

Martha's eyes widened, watching as the Professor slammed her hand down on a button, firing. She'd seen the warrior within a few times during her adventures with the Doctor…but never so much as this…

~8~

"Weapon after weapon after weapon," the Doctor ignored the firing, knowing the Professor was doing it to buy him time, "All you do is talk and talk and talk. But over all these years…and all these disasters, I've always had the greatest secret of them all. I  _know_  you. Explode those ships, you kill yourself. That's the one thing you can never do," he held out his hand, "Give that to me."

The Master hesitated before slapping the device into his hand.

They fell to the ground as the Earth started to shake, signaling the destruction of the paradox. The Master grabbed the Manipulator but the Doctor did as well, both of them fighting for control till the Doctor managed to press it, getting them back to the  _Valiant_.

~8~

The ship rocked as the Paradox Machine was destroyed, throwing Martha and the Professor down to the ground where the Doctor steadied them, "Everyone down!" he shouted, "Time is reversing!" he helped them to the floor, holding onto the Professor closely as they grabbed Martha's hand.

A bright light filled the room as people clung to what they could find as time rolled back until…it faded and everything was back the way it was.

The Doctor jumped up and ran to the controls as Martha helped the Professor to her feet, "The paradox is broken," he cheered, "We've reverted back, one year and one day. Two minutes past 8:00 in the morning," he flicked on the comm..

"This is UNIT Central. What's happened up there? We just saw the President assassinated!"

"You see?" he grinned, looking around, "Just after the President was killed, but just before the spheres arrived. Everything back to normal. Planet Earth restored. None of it happened. The rockets, the terror. It never was."

"What about the spheres?" Martha asked.

"Trapped at the end of the Universe," the Professor replied.

"But I remember it," Mrs. Jones frowned.

"We're at the eye of the storm," the Doctor told her, "The only ones who'll ever know…" and then he spotted Mr. Jones, "Oh, hello! You must be Mr. Jones! We haven't actually met…"

The Master made a break for it, only for the door to open and Jack to grab him as he walked in, "Whoa, big fella! You don't want to miss the party," he looked at a guard, "Cuffs," and proceeded to lock the Master's hands together before him, "So, what do we do with this one?" he asked, leading him to the center of the room, standing on one side as the Professor and Martha were on the other, the Doctor before him with the Joneses behind him.

"We kill him," Mr. Jones glared.

"We execute him," Tish agreed.

"No, that's not the solution," the Doctor shook his head.

"Oh, I think so," Mrs. Jones grabbed a gun off the floor and aimed it at the Master, "'Cos all those…things, they still happened because of him. I saw them."

"Go on!" the Master grinned, "Do it!"

"You're better than him," the Doctor reached out and took her hand, slowly lowering the gun till he could hug her. Martha walked over and took her mother from him, hugging her tightly.

"You still haven't answered the question. What happens to me?"

"You're our responsibility," the Professor told him. She hobbled over to look him in the eye, the Doctor watching her, "By rights, we  _should_  let them kill you. But that would make us just like you, wouldn't it?"

He swallowed hard and looked away.

She nodded and stepped back, shooting a small, tired smile at the Doctor.

"But you can't trust him," Jack argued, stepping forward to look at the two of them.

"No," the Doctor agreed, "The only safe place for him is the TARDIS."

"You mean you're just gonna…keep me?" the Master frowned.

"In the TARDIS though?" Jack stepped over to the Doctor, speaking quietly.

"Hmm," he nodded, "If that's what we have to do," he looked at Jack, "It's time to change. Maybe we've been wandering for too long. Now we'll have someone else to care for."

A gun shot rang out.

Lucy had a gun and a horrified expression.

The Professor fell to her knees, her hands pressed against her chest as blood seeped between her fingers.

Another shot rang out.

Jack glared, the gun he'd grabbed smoking.

The Master fell backwards, a hole in his head, dead before regeneration could kick in.

The Doctor ran to the Professor's side, falling to his knees as he grabbed her, lowering her to the ground in his arms, "There you go," his eyes filled with tears, "I've got you. I've got you."

"I didn't see her…" she whispered, "He grabbed me and…"

"It's alright," he breathed, stroking her hair as her body started to swirl with orange-gold energy, "It's alright."

She blinked back tears, "I love you."

And then her body convulsed as the regeneration took hold…

~8~

That night the Doctor stood before a pyre, the Master's body on top of it, with a lit torch in his hand. He reached out and lit the bottom of it, watching sadly as the pyre caught fire, before glancing at the Professor. She was tall, lean, with blond hair pulled back into a tight ponytail, her blue eyes were hard and cold, her expression unreadable, blank, emotionless…hard, like her eyes. She stood stiffly, her hands locked behind her back, her feet apart, in the 'at ease' position.

Her clothes didn't fit her, she was still dressed in her last incarnation's outfit, the waterfall cardigan, meant to make her feel warm and secure, looked out of place with her indifferent persona. He couldn't help but worry for her. This regeneration, this body, was born of pain and anger, and those two emotions would take more doing to get over than simple fear...if she even wanted to get over them...

They watched the pyre burn for a moment longer before walking off into the night.

~8~

The Doctor, Martha, and Jack stood, leaning on the railings by the Pierhead Building in Cardiff while the Professor stood beside them, in the 'at ease' position once more, eyeing the various men and women who walked by, as though ascertaining their threat level.

She had selected a pair of black cargo pants that went down to her knees, with a blue, almost grey, thin strap tank top, a pair of black, fingerless gloves, and small black shoes. She'd even gone and gotten a belt with a holster on it for the sonic blaster she'd found under one of the panels by the console.

Both Martha and Jack were making an effort to try and remain acting normal around the clearly changed girl.

"Time was," Martha commented, looking around at the people, "Every single one of these people knew your name. Now they've all forgotten you."

"Good," the Doctor replied.

"Back to work," Jack decided, ducking under a railing.

"We really don't mind, though. Come with us."

"I had plenty of time to think that past year, the Year-That-Never-Was. And I kept thinking about that team of mine. Like you said, Doctor, responsibility."

"Defending the Earth. Can't argue with that," he reached out to shake Jack's hand but exposed his Manipulator as well.

"Hey, I need that!"

"We can't have you walking around with a time travelling teleport," he soniced it, "You could go anywhere, twice. The second time to apologize."

"And what about me? Can you fix that? Will I ever be able to die?"

"Nothing we can do. You're an impossible thing, Jack."

He laughed, "Been called that before," he saluted them, "Sir. Ma'ams," the Professor gave him one in return. He nodded, happy he'd gotten just a bit of a reaction from the girl, before he turned to go…and then stopped, "But I keep wondering…what about aging? 'Cos I can't die but I keep getting older. The odd little grey hair, you know? What happens if I live for a million years?"

"We really don't know."

He laughed again, "Okay, vanity. Sorry. Yeah, can't help it. Used to be a poster boy when I was a kid back on the Boeshane Peninsula. Tiny little place. I was the first one ever to be signed up for the Time Agency. They were so proud of me. 'The Face of Boe' they called me. Hmm, I'll see you," he turned and ran off.

"Can't be," Martha breathed.

"No, definitely not," the Doctor shook his head, "No," Martha laughed, "No!"

The Professor merely turned and walked off, back towards the TARDIS.

Martha's laughter died as she watched her go, before looking at the Doctor to see him watching her sadly as well.

"Is regeneration always like that?" she asked him quietly, "Making you so different?"

He sighed, "We carry things over from when we regenerate. Whatever's most prevalent or powerful in our minds at the time tends to stick with us. For her," he nodded at the Professor as she disappeared into the box, "It was pain and anger."

"Will she be like that forever?"

"In time she may change. But then again…she may not. It depends."

"What will happen with you and her?" she wasn't asking in a 'hopeful' way, but deeply concerned for her two friends.

"Nothing will change. I still love her, and will love her, regardless of what any of her regenerations are like. I just…need time to get to know this one," he sighed, "And to be honest, this isn't the worst version of her I've seen."

"How can you tell?"

"Well…she didn't kill all of the Master's guards when she woke up. I suppose that's something."

"What do you mean?"

"The training for the Academics went up to, and including, killing anyone and anything associated with the enemy on the field of battle. She let them live. That's a sign."

"Of what?"

"She's still in there somewhere."

~8~

The Doctor and Professor stood outside the TARDIS, watching the Jones family reunite through the windows of their house. Mrs. Jones looked out at them, nodding, before they turned and headed back inside.

The console was back to normal with the Doctor's hand resting on the floor by it. He sat on the captain's chair and leaned back, putting his feet up on the console till the Professor shoved them back down and walked past him.

He could only smile a bit at that, before putting them back up, and watching as she double checked the TARDIS was alright. His Kata could never stand people putting their feet on the console either. Though this one seemed far more forceful about it.

~8~

Martha stepped into the TARDIS to see the Professor at work around the console while the Doctor peered around from the other side.

"Right then!" he stood up, "Off we go! The open road! There is a burst of star fire right now over the coast of Meta Sigmafolio. Oh, the sky is like oil on water. Fancy a look? Or…back in time. We could…I don't know, Charles II? Henry VIII? I know! What about Agatha Christie? I'd love to meet Agatha Christie! I bet she's brilliant!" his smile faded when he saw she wasn't smiling, and realized why, "Okay."

"I just can't…" she explained.

"Yeah."

"Spent all these years training to be a doctor. Now I've got people to look after. They saw half the planet slaughtered and they're devastated. I can't leave them."

"Of course not," he smiled, "Thank you," he hugged her tightly, "Martha Jones, you saved the world."

Martha pulled back and glanced at the Professor who hadn't taken a step towards her, though, she  _was_  watching. It was eerie, seeing the woman so quiet, so closed off and hard.

"Yes, I did," she forced herself to smile, "I spent a lot of time with you two and you know what I realized? I  _am_  good. You gonna be alright?" she glanced back at the Professor, "The both of you?"

"Always," the Doctor nodded, looking at the Professor as well, "Yeah."

"Right, then," she kissed him on the cheek and went to hug the Professor, hiding her frown at feeling the girl tensing beneath her and not returning it, before she pulled away. She stepped back and looked at the Doctor, tossing him her mobile, "Keep that. 'Cos I'm not having you disappear. If that rings,  _when_  that rings, you better come running. Got it?"

"Got it," he grinned.

"I'll see you again," she smiled at him, before looking at the Professor.

The Professor gave her a small nod in return and Martha beamed, she'd gotten  _something_. So with that, she turned and walked out of the TARDIS, leaving them to start her up.

~8~

The Doctor and Professor worked around the console in a comfortable, though just slightly tense, silence when a ship's horn was heard.

Suddenly the TARDIS jolted, throwing them to the floor. The Professor was up only a second later, looking up at the bow of an ocean liner that was sticking through the wall.

"What…" the Doctor coughed, "What?" he gaped, finding a life preserver that read 'Titanic,' and looked at the boat in confusion, "What?"

To be continued...in...Relapse!

* * *

**Notes for the Chapter:**

> Have your hearts broken too? Mine certainly has. It killed me to write this chapter, to make the Professor so much like the body she despised. But there was no way that, having survived the Master for a year, she wouldn't have been affected when she regenerated. And all the pain and beatings inflicted were far too much like her training as an Academic to not trigger some sort of...relapse.
> 
> And I just want to thank all of you guys so much for taking time to read this story, it really means a lot to me that you all like it and continue reading it :)


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